Along came a Spider REVERSE
by Supermoi
Summary: Elita did not fall that day on the Spider lair. Optimus did. See how things turned out from then on. TFA AU where Elita is Team Leader of the repair crew that crash land on Earth with the Allspark and Optimus becomes a spider-bot. Rated T cuz there will be no slash in this one. ADDED PAIRING: Prowl/Elita
1. Along Came a Spider

_Summary_: Elita did not fall that day on the Spider lair. Optimus did. See how things turned out from then on. TFA AU where Elita is Team Leader of the repair crew. Rated T cuz there will be no slash - or shouldn't be - in this one.

_Rating: _T for a bit of violence but nothing too much

A/N: Okay, this idea came to me me after I read a comic of a reverse situation of Elita-Optimus in TFA. Where Optimus becomes the spiderbot and Elita team of the repair crew. Only Sentinel stays the same asshole we all know and love to hate XD So here is goes, I hope you enjoy. It will be a short story, but I'm sure of it'll be a oneshot just yet...

**I wish it was me instead of you... **

"OPTIMUS! NOOOO!"

Elita screamed when she saw that Optimus's grappling line had been severed by a falling sharp rock and that her friend was falling back into the pit below, soon to disappear into the fire and mass of spiders waiting below. She pulled herself up to the ledge and then looked down into the hole just in time to see Optimus disappear into the flaming pit below.

"Elita!" Came Sentinel's voice behind her and she turned in time to see him run to her. "Where's Optimus?! We must go find him!"

She restrained him as he was about to jump into the pit below. It pained her to the very spark to have to say those next words.

"No, Sentinel we can't! The energon's going to blow up! We must run! Now!"

She forcefully had to pull him along as he was shouting for Optimus and trying his hardest to go back and save him. They stopped far enough from the blast range not to get vaporized when the energon did explode, causing a tremendously powerful blast and a shockwave that sent the both of them flying backwards. Sentinel was the first back on his pedes and he looked with such a terrible agony shading his optics at where his best friend had most likely been killed. He then turned on the small femmebot and harshly pinned her to the rock wall behind them.

"Optimus! OPTIMUS! He's not deactivated! he can't be! Elita, look for a life signal!"

Elita took a scanner out of subspace to try and locate a Cybertronian life-force below ground. She begged the machine to give a sign, anything to let her know her friend wasn't dead. She tried several times, setting the controls more and more precisely, but after half a groon, she had to admit defeat. She lowered the scanner and her head at the same time, optics dimming in saddened realisation.

There was no life-signal to find.

Optimus was deactivated.

"This is ALL YOUR FAULT!"

She gasped when she was pinned to the rock wall behind her hard enough to dent her plating, and stared up into Sentinel's contorted faceplates. She forced herself not to look away. The look in his optics said that he was putting a huge effort into not tearing her head off right now. She saw only pain and the weight of a terrible realization, the same as hers just moments ago. She tried to placate him, calm him down somehow.

"Sentinel please! There was nothing-..." She started, but she was cut by the larger mech, clearly angered and pained beyond listening to reason.

"NO! Save it Elita! You didn't do nearly ENOUGH to save Optimus!" He let go of her and if he saw the deep dent his powerful grip left in her collar armor, he showed no concern for it. He was shaking with rage. "I'll make sure you're thrown out of the Academy if it's the last thing I do for this!"

He stomped away towards the ship and Elita's spark sank, she knew that Sentinel and Optimus were very close, like brothers, and that his loss must be even more painful for him that it was for her. She let her shoulders slump and follow him in silence. A few moments later, their ship blasted into the atmosphere and disappeared into space.

_Meanwhile, underground..._

If they had bothered to look more closely, to go back and make sure Optimus was indeed deactivated with their own optics, they may have had the chance to save him. As they were getting away from the blast radius, Optimus woke from a short loss of consciousness, groaning and rubbing his head. He heard hissing and clicking all around him, and red eyes were looking at him with cold, feral calculation from within the darkness.

"No... Stay back!" He whispered, scuttling away on his skidplates only to bump into another of those monsters that was right behind him.

Before he could move away, something bit him in the leg and he screamed, it was like fire was spreading through his lines! More bites followed until his body was nothing but fiery agony, venom coursing through him and interfering with his cybertronian circuitry. His body was bending and twisting in a horribly painful way.

"Aaah... AAAAAH! Nnnng!"

He writhed in pain, feeling his body start to melt, change and mutate due to the way the spiders's venom merged with his circuitry. It felt like it lasted for hours, but it was in fact only a few breems. When the pain finally stopped he was on all four panting, feeling sick and odd, like his body wasn't his own anymore.

"No..." He hissed, his own voice sounding weird and wrong to his own audios. "Primus NO!"

He started to touch himself, exploring the horror that he had become, and the more he felt the more horrified he was. Some parts of him were still metallic and hard, but others were softer and more chitinous like those spiders. He had claws on his hands and feet, but his boots still fit over his transformed pedes. His energon lines were intertwined with organic fluid vessels carrying venom and a foul looking organic blood merged with energon. They pulsed disgustingly along his neck, sides and abdomen with an inner purplish glow. All the angles of his armor were gone and it was now more rounded and smooth, his glass chestplates replaces by a more organic looking translucent matter with the eyes of his alt-mode on each sides under his chest plates. It was also a sickly black and greenish-purple in color, not to mention the protrusion on his lower back looking like the rounded, elongated abdomen of a spider. He still had armor plates covering his legs and arms, between which more energon lines and 'blood' vessels were pulsing.

But the worst was his face and head, were the most gruesome of transformation had happened. Gone was his cybertronian helmet, optics and his faceplates. It was all organic matter and a few electronic parts up there. Red biolights were lining each sides of his head and his ear finials looked more like wicked-looking organic horns on each side of his head.

But his face... When he touched his face he almost passed out from the horror of what he felt. There was a puddle of water close by, and the light from his now red eyes and biolights were enough to let him look as his own twisted reflection. And he screamed, long and harsh, at what he saw. He now had two sets of red eyes, cold and feral, set in the middle of a hollow depression filled with pulsing organic vessels and energon lines. Those eyes seemed capable of moving separately too and he could look in many directions at once. His noseplates had vanished completely leaving only a slightly raised ridge separating the upper part of his face in two. His mouth was larger, wider, and filled with razor sharp fangs that, he had a feeling, could tear into metal and flesh easily. Making him a carnivorous creature...

He was a monster.

He sobbed and curled into a ball on the ground, hugging himself in that position. His processor/Brain just refused to process the information and he was left numb and unresponsive for a long while, until instinct and a growling stomach, pushed him to rise and stand. The spiders were still close, he could hear them and feel their presence but they were not attacking anymore. They must think he was one of them now... which was kind of the truth. A hunger the kind he had never felt before made some new instincts awaken inside him and pushed him to hunt for a prey. He realized that this meant he had to feed on organic matter to survive now, blood and meat, to sustain his organic half. He let out a long, agonized, desperate keen. What kind of horrible thing had he become?! He held his face in his hands and sobbed more, kneeling in the middle of the large cavern, until he could fight that instinct no more. Without even stopping to think if it was possible or not, he transformed into his new alt-mode, a spider exactly the same as the ones that inhabited this world, and let instinct take over for he didn't want to think. Didn't want to feel. He just let the spider take control and took a back seat for the moment. Letting his thoughts run rampant into dark, very dark directions...

Why hadn't Sentinel or Elita come looking for him yet? Were they deactivated? Transformed like him in some other part of those caverns? Or... They just fled and left him for dead. Left him here at the mercy of the monsters, to be killed by them! Out of fear or on purpose? Either way... He'd been abandoned to become a monster. Anger rose along with the hunger as he thought of his so-called friends. Why hadn't they come looking for him?! It had to have been at least a day by now since he fell! Where were they? Did they just leave him behind, not bothering to look for him? Cowards! Traitors and cowards! They ran and left him here to rot, a monster, a freak of nature that they would rather destroy then look at!

He realized soon enough that the low, angry hiss that he heard was coming from him, but this time it didn't freak him. It just made him angrier and his mandibles clicked together in reaction to that emotion. So they left him, then why should he be concerned for them?! They left him for dead huh? Maybe they even planned it? Was he in the way? Oh but they can be happy together now that he was out of the picture!

His train of thoughts was cut by the sound of a small animal somewhere ahead of him. Immediately his instincts took over and he hid in ambush, waiting for the prey to come into his range. When it did - it was a small feline-like creature not unlike a Earth cougar - he fell from the ceiling and sunk his fangs into the soft flesh of his helpless prey. The prey let out a yelp of pain and surprise and tried to run away, but he pounced again and pinned it to the ground. He waited until the life drained completely from the small form before he started feasting on it. A part of him was horrified and disgusted by this act. Another was just watching, detached and unfeeling to any of this. It wasn't long until he was done feeding and he walked away from the remains of the small animal.

His steps led him back to the room where he was first changed. He transformed back into his bipedal form and looked around with a bit of confusion. What was he going to do now? He couldn't go back to the Autobots! They'll lock him in a lab and dissect him to see how he works! So he was on his own... A monster not by choice but by a twisted turn of fate and the betrayal of those he thought his friends, left to fend for himself in a very unforgiving universe. He bared his impressive row of fangs and clenched his clawed hands at his sides, an unholy anger rising inside him once more. He kicked a nearby debris and uncovered a helmet doing so. he tilted his head and took the helmet in his hands, examining it. It would help conceal his ugliness... Only his optics and mouth would be visible.

He looked into the holes of the helmet's eyes and came to a conclusion. A slow, nasty grin spread on his faceplates, making him look even more horrifying.

"So they left me here to die did they? Maybe they thought they could get rid of me, or were they just cowards and fled without bothering to look for their _friend." _He spat the last word venomously, his fangs clicking together as he snapped his mouth shut hard, hissing. "Well, traitors or cowards, they'll PAY for what they did to me! I'll kill them, and I'll make sure they _enjoy_ every second of it..."

He laughed and it was a raspy, hissing, ugly sound, evil and twisted, a far cry from the kind, soft voice he used to have. He lifted the helmet over his head, slowly lowering it to cover his face. Once it was secured in place, he grinned widely again and laughed a bit more, it was still a disturbing sound to hear. This mask was his new identity, his new life that started here, today, on the remains of his old one. Optimus Prime was a good mech, a loyal friend and a kind spark. What stood now was a twisted echo of that mech, bended beyond recognition. Therefore, Optimus Prime was no more. Optimus Prime died, killed by those spiders. Now... only the spider lives. And the spider needed a new name that went with the new look. His fanged grin widened and his red eyes glinted wickedly as he chose a name, then he sealed it out loud, making his rebirth official.

"Optimus Prime is dead. My name is now... _Tarantulas_!"

_A few solar cycles later, Cybertron_

"Cadet Elita One, you are hereby expelled from the Autobot Academy and Ineligible to join the Elite Guard. I hoped that someday, you'd achieve greatness, perhaps even prove yourself a worthy Magnus. But clearly, being an heroine isn't in your programming."

Ultra Magnus's voice sounded like a bell of doom chiming her demise as Elita stood in front of the Autobot Council. Her head was held high and proud despite her spark feeling lower then dirt right now. Since they had returned from that ill-fated trip to the spider planet, Elita had been put on trial for abandoning a comrade and failing to rescue them. Fortunately, the charges of murder by neglect had been dropped and she was only faced with those charges, which were serious enough already. Her hopes for the future and her career were over and she had to accept the fact that she will most likely be relegated to a boring backwater, uneventful job for the rest of her function. IF she was lucky.

At worst, she'll spend a few years in the Stockades before being given the worst job anyone can think of. However, Ultra Magnus may have sounded harsh but she could still see warmth in his optics along with the disappointment. Sentinel was just glaring at her from the sidelines and she averted her optics from him. He had made it clear in their last conversation that their friendship was over...

She shouldn't be thinking about it now. She looked up at the Magnus and had a simple nod of acceptance at his words. She deserved it. She let Optimus down and it cost him his life. She deserved worse, but if Ultra Magnus felt that she still deserved a chance to prove herself, who was she to contradict him?

"In one Solar Cycle, you'll be assigned to a new team, a space bridge repair team. You will be their team leader, Elita Prime. Do not disappoint me."

Ultra Magnus gave her a small smile as she lifted an optic ridge at this. A promotion? She thought she was going to be demoted and thrown into the streets.

"Yes, Ultra Magnus, Sir. I'll do my best with this new assignment." She finally said, finding her voice back.

"Good. You will be leaving in one Cycle. Dismissed."

She walked away and out of the room, wanting to avoid crossing path with Sentinel once more, but that was apparently too much to ask for. He caught up with her before she left the Council Chambers and put a hand on her shoulder.

"I don't know what Ultra Magnus was thinking with that promotion, Elita, but don't get any ideas. You're finished, and you'll be repairing space bridges for the rest of your function if I have anything to say about it!" He sneered at her from his greater height and she couldn't help but glare up at him, her lips thinning in a faint line.

"Ultra Magnus thought I deserved a second chance. Why can't YOU give me one, Sentinel? We were friends before all this..." She retorted, crossing her arms over her chest defiantly.

"He's a fool We both know that you aren't worthy of second chances, Elita!" He leaned closer and narrowed his optics, the look ice cold and unforgiving. "And I'll make sure he realize that before you manage to cause the death of another good mech!"

With that he spun around and disappeared around a corner. She balled her fist, anger flaring inside her. How dare he?! Who's idea was it to go there in the first place?! He was such a hypocrite, refusing to see his own fault in this mess! She let out a frustrated huff and stomped out of the building. She had a transport to catch.

_One solar Cycle later, remote space bridge location_

"Uuuh... Hi, I'm Elita Prime and I'm your new Team Leader for the repair crew."

The four bots she was going to lead all looked at her up and down and she felt like she was submitted to a deep scan. The old medibot, ratchet, crossed his arms over his chest and lifted an optic ridge, his stare was the most critical.

"Awfully young to be a team Leader, aren't you? Academy bot?" he asked, more curious and judgmental.

"Uhu yes, yes, I did receive an Academy training. I had to leave not too long ago." She replied, not wanting this to make her feel embarrassed or unworthy in any way. She was a Prime for frag's sake! Magnus made her a Prime for a good reason and she was going to live up to those expectations!

The smallest of the group looked up at his big green friend and whispered something to him and both giggled, which made her look their way. She crossed her arms over her chest and marched right up to them.

"Is there anything funny, soldier? Maybe something you'd want to share with the rest of us?" She asked, chilly and no-nonsense.

"Uhu, nope, nothing Ma'am!" The small yellow bot replied, standing at attention. apparently she wasn't the only one with an Academy Training.

"Mhm, I see, well, if it's nothing, then you won't mind telling the rest of us what made you laugh like that on my expense, do you?" She continued, absolutely not fooled by his little game.

"I... I was just... uhu... Telling Bulkhead how cute I think you are! Ma'am!" he was blushing so hard that she couldn't help the amused smile to spread on her lips.

"Oh, is that so? Bumblebee, right? Well, Bumblebee, I'm flattered, but in the future, please refrain from that kind of comment behind my back. I'd really appreciate it."

She had already turned around to talk to the last mech of the crew when she heard the small bot whisper something to his big friend once more.

"Wow, she's grumpier then Ratchet!"

She paused but opted not to answer this time around. This little yellow bot seemed to be an insubordinate by nature. he could cause trouble, she'll just have to handle him carefully. Prowl, the last of her team, was a bit apart and had too crossed his arms over his chest. he seemed not to care about what the others were doing or saying, lost in his own thoughts. She stopped in front of him.

"You're Prowl, right? I read in your file that you have trained to be a Cyberninja. Is that accurate?"

He looked at her and his visor flashed in what almost looked like annoyance. He sighed and nodded, his expression still kind of cold and closed off.

"Yes, it is." he simply said, considering the matter closed as he made to leave and return to his tasks.

"Wait, Prowl, why in such a hurry to leave?" She put a hand on his shoulder when she asked it and immediately felt him tense. She let go and let her hand fall back to her side.

"I see no point in introductions. You already read all our files. Now, if I may be excused?"

"Of course..."

She watched him leave and then disappear behind a few boulders. She felt a hand on her shoulder and looked back to see Ratchet standing there behind her with a small smile on his lips. She smiled back, she already liked the old medibot. He felt like a grumpy yet very kind fatherly figure.

"Don't take it personally, Prime, he's like that with everyone." A loud crashing sound from somewhere behind made him wince and sigh a long-suffering sigh. "You'll get use to that odd little band of repair bots. Even if sometimes you might want to slap some sense into them!"

And then he was gone to go yell at Bumblebee for being careless once more and at Bulkhead for not watching where he was aiming that wrecking ball of his. She couldn't help but smile more and chuckle, they were a funny lot. She had a feeling that her life may not turn out to be too dull after all.

_A couple of Vorns later, Earth_

It had been a difficult time to say the least, since they woke up on this planet. After finding the Allspark on some remote sector and almost being destroyed by Megatron, the crash landing on this little green and blue planet, they awoke to find out that not only were they stranded there, they still had to protect the Allspark from the Decepticons. As proven when Starscream attacked them and almost took the Allspark for himself...

Now, a couple of months later, Elita was still wary and wouldn't let her guard down. Their little human friend Sari was a great help, though, and as the guardian of the Key, she felt like it was her and her team's duty to protect the girl. A little girl who, right now, was explaining the holiday the humans called 'Halloween' to them.

"So, if I get it right, you humans dress up as ghoul and monsters to scare each other's and exchange sweets in return?" She must have sound really confused for Sari burst out laughing.

"You make it sound likes it's a bad thing! Halloween is FUN! You'll like it!"

"Uhu... Thank you but I'll pass." She replied, still not convinced.

"You really need to chill out Boss-Bot!" Bumblebee commented, trying on his own Dracu-Bot costume.

Elita rolled her optics and smiled indulgently. She turned around... only to walk into a spider dangling from the ceiling. She yelped and leapt back, slashing at the ugly thing with her twin daggers. She didn't stop until it was in pieces and only then did she realize that it was only a toy. A stuffed toy made to look like a spider. She lowered her weapons and then put them away with a huff.

"I just don't see the necessity of this... holiday."

"Well, d'uh, how 'necessary' was it to destroy a fake spider?"

Sari then walk away to help Bumblebee and bulkhead with their costumes. Elita just watch them leave and shake her head. Old ghosts were coming to haunt her tonight, it seems... It must be the atmosphere of the holyday creeping up on her. She retired to her room, decided not to let anything else get on her nerves tonight.

It wasn't long at all until Sari and the others were ready to go Treat or Treating. When she saw the little girl, a elegant optic ridge rose in surprise, along with the corner of her mouth. Sari had dressed like her for her night out and it was... flattering. her costume was quite accurate too. She bent down low to look more closely, and Sari giggled up at her, mimicking her voice and saying.

"Oh, I am Elita Prime, and I am afraid of spiders!"

She frowned and blinked a bit, straightening up.

"I do not sound like that. Do I?" She asked her teammates and both were giggling and trying to hide their amusement. "Oh fine, have a good evening out then."

"Transform and Roll Out!" Sari shouted mimicking her speech once more and she bent low again while the little girl giggled. "Sorry, couldn't resist!"

Later, as they were walking the streets and Sari was explaining everything about Halloween to her friends, Bumblebee suddenly saw something very creepy on a roof. A giant spider! A fragging HUGE spider was staring back at him! he yelped and climbed Bulkhead to hide behind him.

"What? What is it?!"

"Big! Huge! Scary! Lots and lots of legs! Up there!"

"Where? I don't see anything!"

"It was a giant spider! Huge, 8 legs, spin web and crawl up walls! The whole deal!" Bumblebee pouted, annoyed that no one was believing him.

Until Elita's voice cut through the trasmission.

"Wait back up, Bumblebee! You said spider?"

"Boss-bot? Were you listening in the whole time?"

"Stay where you are!" Elita's voice was kind of worried now and she sped away from the base to get to their location. she had a sinking feeling in her processor core. "I'm on my way!"

The communication had just been terminated when something big dropped from a roof behind Bee and Bulkhead and Sari pointed, going ale in the face, before screaming at the top of her lungs.

"AAAAAH! SPIDER!"

He had been observing them for a while now. He had arrived on Earth only a few days after Starscream was defeated, and while seeing that the insufferable seeker had been defeated by a bunch of repair bots left him completely cold, to see whom such bots were was another matter entirely. The one who was leading them, their Prime...

It was her.

Elita.

So she had been promoted for what she did o him huh? That wasn't surprising at all. Typical Autobot hypocrisy. He hissed in anger and pondered about slaughtering her and hersad little team right there and then, but decided otherwise. Especially after he saw the little human girl use that Key of hers.

That key...

It was the solution tom his problem! What could give him his life back and rid him of his disgusting organic half! He HAD to get his claws on that key! But for that, he had to get to the girl while she was alone... So he watched and waited. One thing that his thousands of Stellar Cycle of suffering had taught him was patience. An opportunity would present itself sooner or later.

And an opportunity did appear, a couple months after his arrival. It was a night where everything scary seemed to be out and about, so mending in wasn't so hard. If he stayed very still he could pass for some ornament. So he waited and when they were within his range... he acted. The small yellow one seemed to have spotted him when he moved though and he had to quickly make his next move before he could raise the others suspicions. He dropped from the roof behind the two mechs and the little girl screamed when she saw him.

"AAAAAH! SPIDER!"

Of course the two morons spun around and pointed weapons but he disarmed them and put them to sleep with a small dose of venom so quickly they couldn't even land one punch on him. The little girl ran to her friend with her key out and tried to revive them but it didn't work. because of his organic venom of course, he supposed. he bent low close to her in his bipedal form now and spoke up. His voice was creepy and the little girl had a move to back away from him.

"Come on child, you're safe now."

"They're my friend!" She protested. "I won't leave them!"

he snatched her up into one large hand and jumped to a nearby rooftop ignoring her pleas. She struggled and screamed and even tried to bite him, the little demon. it only made him annoyed and he plucked her in front of his faceplates, baring nasty-looking fangs in her face and hissing threateningly.

"Stuff it, brat!" He smirked very, very creepily and added, as if a second thought. "I could eat you, you know. I need organic meat and blood to keep alive... So here's the deal. You shut the frag up and I won't eat you. How's that sound hmm?"

She gulped and only nodded shakily, going limp and quiet in his grip. With those fangs of his, she had no doubt he could do as he said and eat her in one bite. He chuckled and it made chills run down Sari's spine. His voice sounded like wet gravel in a ancient cave...

"Good girl." He said patting her head in mocked tenderness. "Oh and by the way, nice costume." He laughed again louder and jumped to another rooftop, landing lightly and ready to pluck the key from around her neck to use it on himself.

"Let the girl go!"

He stopped and without tuning, smirking a nasty fanged smile, addressed the fembot that had just landed on the roof behind him.

"Oh, you want to save that little organic's life?"

His voice was sweet but held a dangerous hissing undertone. Slowly he turned, seeing the expression of shock and horror on Elita's faceplates. It made rage and resentment flare up in his chest and he felt the need to dig into the wound even deeper.

"Last time we met, you didn't know what saving a life even _meant_."

He had fully turned now and Recognition started to dawn in Elita's optics. Her mouth hung open as he she studied him up and down. He was different but she recognized the general shape and dimensions of this body. She slowly shook her head and subspaced her twin daggers, shocked into silence for now. It couldn't be...

"O-Optimus?..."

"Ah, so you do remember me now. Not that I expected it, after all, you left me to die on that Primus forsaken planet! And the name is Tarantulas now! Optimus died a long time ago..." He snarled, baring sharp fangs at her, claws tightening minutely around the small girl in his grip. She cried out in alarm when she felt pinpricks pierce her tender skin.

Elita's optics immediately hardened and she had her weapons back in hands in a matter of seconds, ready to fight. Sari yelped and wiggled, trying to bite the fingers that were holding her tight. All she got for her trouble was a harder squeeze. Tarantulas looked down at her with narrowed optics and a warning hiss.

"Remember what I told you about behaving? I can still eat you and take the key from your remains."

"You will do no such thing, Optimus! Let her go now!"

The spider-bot smirked widely and in one swift movement, threw the little girl in the air towards Elita, riping the key off her neck in the same movement.

"You want her? Then CATCH!"

Once he had the key and Elita was busy catching Sari, he was quick to open a panel on the side of his chest and put the key in the slot there. Immediately there was a incredible reaction, a shockwave of energy burst from him and soon enveloped the whole city. Elata wavered and Sari slipped from her grip, already the little girl was looking withered and deadly ill. She fell over the edge of the roof but caught herself on a flagpole. Elita ran to the edge and saw Bumblebee and Bulkhead arriving down below.

"Stop the spiderbot! We got Sari!" Bumblebee shouted.

Elita immediately turned back to Optimus. He was on his knees and screaming in pain, waves after waves of energy bursting from him. He was going to die of she didn,t stop it now, and kill this entire city with him!

"Optimus! It's the key! Its killing you! Your spark can't survive without your organic half! Take it off!"

"I.. can't!" He snarled, pain shooting through his every circuits and limbs. "Elita!"

he extended a clawed hand towards her and she fought to get closer and get the key out of him before it was too late. She finally succeeded and tore it off the slot on his side to throw it off the roof. Optimus crumpled on a heap when he was freed and groaned in pain, clutching his chest. he panted and didn't resisted when he felt hands help him to stand. Once he was on his pedes he looked down at Elita who was so close to him, curled against his chest and smiling up at him. For the briefest of moment he almost thought they could go back to what they used to be... almost.

"Let me help you Optimus! Come back to the Autobots! I'll find a way to help cure your body!" She said, reaching up to caress the side of his face, soothing and so tempting.

She was a traitor and a coward! She didn't deserve a second chance! No Autobots did! he let out a angry hiss and pushed her away, making her land on her skidplates.

"And then what? I'll end up a lab rat locked up for the rest of my very short existence! No Elita! There's no going back! It'll be a long time before I'll ever trust an Autobot again..."

With those hurtful words he was gone, flying of the roof using webs to quickly disappear in the night. Elita watched him go with saddened optics and shook her head, a single tear sliding down her cheek.

"Oh, Optimus... I'm so sorry..." She whispered to the silent night.

Further away on a roof, another being was watching the full moon. Tarantulas stood silently for a long moment, and if it wasn't for his shoulders slowly moving, and tears sliding down his cheeks under his mask, no one could guess of the pain he was feeling. Elita... She thought she could help, but there was nothing anyone could do. Especially no Autobots.

They had no idea of the loneliness he was forced to endure in those long, long centuries since his transformation. Ten vorns... it had been ten vorns since that terrible day. He hugged himself, lowering his gaze. They had no idea at all... No one knew of his suffering! No one cares! They all left him to die, forget about him!

He could trust no one but himself. That was a lesson he learned the hard way.

_**-End...-**_


	2. Megatron's Rising

**Along came a Spider REVERSE part 2**

_Part 2: Megatron's Rising and Black Friday_

_Part 1: Megatron's Rising_

Tarantulas stood on a roof when he heard a very well-know little girl rambling and crying. Looking down, he saw the little human the Autobots calls Sari running down the streets. She looked particularly upset and was shouting something about not needing anymore. By 'them' he assumed she meant the Autobots.

Interesting.

She their little human pet had a fallout with the her big protective guardians. Did Elita finally showed her true color and betrayed her fragile, innocent trust? Well, who was he to pass up such an opportunity to get that key for himself once more? He had thought about what went wrong the first time he tried to use it, and he was sure that, if he took the time to examine the Key closely and do some experiment on how it interacted with his special techno-organic body, he could use it to cure his body once and for all.

This time, he'll make it work. But he still needed that key... Without a second thought he jumped down the roof and landed in front of the little girl, sending her skidding to a halt and falling on her little bottom.

"YIKES! Hey, watch where you're going you big oaf!" She shouted in shock, before realizing who she was mouthing off at. She paled a little and grinned tightly. "Uh, I was just joking! You... won't eat me right?"

He smirked down at her and crouched to be on her level, offering a claw so she can stand. He pulled her to her feet when she finally accepted the offered appendage.

"Eat you? Of course not! All I want is that key, so hand it over and I'll be on my way, alright?"

"Oh, I'd be happy to , if I still had it! But they didn't trust me with it anymore and took it away!" She grumbled and crossed her arms over her small chest, looking very upset again.

So he was right. Elita did betray her fragile little trust and the girl ran off. Well, he could still use her, if she was so mad with her so-called friends, maybe she'll want to help him. Pay them back, so to speak. he bent a bit closer and smirked a bit wider, looking pleased.

"Is that so? I'm not surprised, you can never trust an Autobot." He hissed upon the last word a bit and Sari thought he sounded kind of scary when he does that.

"Oh, and you mean I can trust _you_?" She snorted, barking a mirthless laugher. "Last time I checked, you kidnapped me, threatened to _eat_ me and almost destroyed Detroit last time we met, Mister Scary Spiderbot!"

His smirk only widened a fraction and when he spoke again it was with clear amusement in his voice, but it surprisingly was also kind of soft. Well, as soft as a gravely, hissy voice can be. He knelt fully i front of her and sat on his heels, hand on his thighs, looking quite relaxed. he clearly wanted to put her at ease.

"At least, I'm honest with my intentions. I never told you something I didn't fully intend to do." He stopped to think just a second before he continued with a chuckle that sounded a bit chilly despite trying to be reassuring. "Well, I may have exaggerated with the eating you part. I wouldn't have, I never hunt of kill sentient organic beings."

"Hmf!" She lifted her nose in the air and crossed her arms over her small chest. She stayed like that for a few moments and Tarantulas watched her, starting to get a bit impatient. Until she turned around to face him once more. "Fine! I'll help you, but just to show Elita and the others that I don't need them! Waddya want me to do anyway? I don't have the key anymore!"

"Maybe not, little Sari, but I'm sure that you know where the Allspark is." Tarantulas replied with a crooked smirk, red optics glinting in the slits of his helmet.

"Whoa, wait a minute!" Sari exclaimed, jumping to her feet with a startled expression. "You're a Decepticon! For all I know, you want the Allspark to kill the Autobots! I'm not helping you KILL my friends if that's your plan!"

His expression changed into a scowl, baring his fangs a bit more and his claws tightened into fists on his thighs. Calm, stay calm, she's just a sparkling. He took a few moments to let the anger recedes a bit before he spoke up once more. How the Autobots did to deal with the annoying human child on a daily basis was beyond him... All he wanted to do right now was eat her and be done with it! However, he still needed her so he had to get her to somehow trust him enough to help.

"Look, Sari, is it? If I wanted to kill your Autobot 'friends' I'd just go to their pathetic base and slaughter them with my bare hands! Oh, I could do it, but I won't, because I just don't care about what happens to them. If I want the Allspark, it's to cure myself from the organic infection I'm forced to live with!" He hissed the last few words in a angry, bitter way and Sari winced a little bit.

He stood and turned his back on her, hugging himself, shoulders slumping and head bowed. he really looked in pain in that very moment and Sari felt a wave of compassion for the poor creature. She realized that he wasn't evil for the sake of it, but because he had no choice just to survive. She may be only 8 years old but she could see when someone was sad and pained. She walked to him and put a tiny hand on his ankle.

"It's the only thing that can cure me..." He added, eyes closed and she thought she even saw a single tear slid from one of those eyes.

"Okay, I'll help you." She finally said, patting his ankle a bit in a try to be soothing, maybe.

Tarantulas looked down at her and smiled,, showing no fangs this time, just a genuine thankful smile. She felt herself smiling back, and when he transformed into his spider form, she didn't hesitate to climb him and sit on his back. They then left on the direction of Lake Erie where Sari told him the Allspark was.

_**Meanwhile, downtown Detroit**_

ratchet was driving as quickly as he could down the snowy road, but the weather was really bad, and it only slowed him down. However, he was almost at the docks when the sounds of jet engines from above made him transform and look up. Oh Slag... He dove out of range when Blitzwing fired at him and tried to blow him up, while Lugnut blocked his only escape route.

"Give us zhe key, and ve'll be on our way." Blitzwing's Icy persona told him standing too close for comfort.

Ratchet backed off and was soon backed into a wall, but he wasn't going to go without a fight! He took a fighting stance and prepared his magnetic weapons to take them down. However, he had little hope of succeeding.

"If you want that key, you'll have to take it from my cold, offline servos!"

Blitzwing fired his ice canon in reply and froze him solid before he could even move. Ratchet could only watch in anger and helplessness as the crazy decepticon walked casually up to him and switched to his Random face.

"It's not exactly offline, but it's certainly cold!" he cackled and proceeded to rip his arm off along with the key.

They didn't wanted a minute before blasting away at full speed, both their cackling laugher echoing long before they were gone. Ratchet started to rise his internal temperature to weaken the ice encasing him and free himself. Once it was done, he looked sadly at the lump of his right arm and shook his head.

"How am I gonna explain that to the kid...?" He mumbled sadly, shaking his head.

_**Somewhere along the coast of Lake Erie**_

"Which way now?" Tarantulas asked, stopping at the top of a cliff overlooking the lake. "We've been walking for hours. it must be close now."

"Mmmmm..." Sari looked over the scenery, it looked a bit different in the winter and she rarely even come here. She knew it was somewhere in the lake, but where exactly? "Straight ahead, I think. The place look different this time of the year you know..."

"I really hope you know where you're going, child." Tarantulas growled with a hint of annoyance, and he jumped off the cliff, Sari holding on for dear life during the bumpy ride.

"I'm not a little kid! I have a name, you know!" Sari huffed, getting annoyed with the spiderbot's grumpy demeanor.

If he could have rolled his eyes in that form, he would have. Kids... they were annoying whatever species they were from! he opted to keep his mouth shut and plow ahead in the deep snow. They had been walking for maybe ten more minutes when he stopped again and Sari whined in annoyance.

"What now? Can't we just-"

"Silence!" He cut her, transforming and letting her fall in a deep snow bank that cushioned her fall. " There's something close... I can smell it."

He closed his eyes and seemed to concentrate on something Sari couldn't see or hear. She was starting to think he was crazy when she heard a deep growl from behind her. Gulping, she slowly turned her head... and screamed at the top of her lungs, falling backward down the slippery slope. A huge brown bear stood on its hind legs and let out a spine chilling roar. Sari closed her eyes, ready to be pummeled into the ground and become little more than a red smear on the white snow, when she heard a deep threatening hiss from behind her and a shadow fell over her.

She couldn't believe her eyes, and neither could the bear for the beats took a startled step backward and fell back on all four, huffing in confusion. Tarantulas was standing over the little girl, fangs bared and glinting, claws out ready to strike, a low, dangerous hiss leaving his mouth. Sari blinked up at him but had no time to do anything before the two monstrous titans jumped to the attack and started to tear into one another.

"AAAAAAH!" She rolled away, she was almost flattened by a huge clawed feet that left a deep gouge in the rocky hill. "GOD!"

She managed to roll away and under a upturned trunk, finally somewhat safe from the titanic fight going on only a few meters away from her. She looked on with huge, terrified eyes as the bear bit hard on the spider's shoulder, tearing a pained cry from the large predator's mouth. Tarantulas used a clawed foot to rake the bear's belly and make him let go of him, only to pounce on it and pin it to the ground, using his stingers to inject a large dose of venom into the beast's bloodstream. The bear wavered and panted, looking dazed, but still had some fight in it because he used his weight to make the larger spiderbot fall on his back by slamming into his legs and sank his teeth into the tender, unprotected abdomen, making some more disgusting greenish-purple 'blood' spray from the wound and splatter the snow and trees and rocks. It was a last ditch attempt though because the venom won out eventually and the bear finally stopped moving, dead.

"Oh God..." Sari whispered, watching the scene of carnage. It seemed like someone had painted the scenery red and green and purple and it reeked horribly. She gagged but managed to keep it for now. She crawled out of her hiding place and towards the kneeling form of tarantulas. "Hey... You okay?..."

All she got as an answer was a terrifying hiss, lots of fangs being bared an inch from her face when the large predator that was the spiderbot, still in feral mode, lunged at her. She screamed and scurried back, falling back on her ass in the blood-spilled snow. He was so close she could smell his breath and see the feral, mindless fury in his creepy-looking eyes. She could even discern pulsing blood vessels and what looked like some energy lines pulsing fast around said eyes, and it turned her stomach once more. She gasped and backed away on her bottom as fast as she could, terror filling her young brain. He followed her retreat slowly, never closing the distance between them. Why did she ever AGREE to help him?! He was going to EAT HER NOW and no one would ever know what happened to her!

"Please, please, please, please..." She was saying like a mantra, closing her eyes and waiting for the end, hoping it would be swift. Like... if he just bite her head off first...

After maybe 5 minutes and nothing happened, she dared open her eyes and saw that tarantulas had backed away and was now kneeling in front of her, not looking as murderous anymore but quite beat-up. She uncurled slowly from her position and tilted her head, still unsure if she could move without provoking another attack. Apparently, his had regained his senses and now he was injured. She stood very slowly and took a few steps towards him. His eyes darted to lock on her and narrowed, and he lifted a hand.

"Maybe you should wait over there. I need to feed to help heal those wounds. You won't like watching." He whispered coldly, turning to get to the bear's carcass. She didn't move so he looked back at her and hissed threateningly. "I'm not joking! Get away now!"

She scrambled, not wanting to anger the spider more then he already was, and disappeared behind a curve of the hillside. However, after a moment, she stopped and curiosity started eating at her. She knew she shouldn't but she had to see or it would eat at her for the rest of the week and more. She peeked around the corner... and immediately wished she hadn't for her lunch immediately made a very uncomfortable reappearance at the scene that greeted her. Kneeling over the bear, Tarantulas had torn a large chunk off the hide of the animal and was proceeding to eat it. Whole... it was... disgusting! That slab of meat must have been a good quarter of the bear's total meat weight. She had never imagined to see a mouth open so wide... It looked like it was dislocated and he seemed to be also using two mandibles that poked out of his mouth on each side to pull the meat inside. She could follow the path of the meat going down his throat by the bulge it left... He proceeded to tear another chunk just as large and eat it as well and Sari just couldn't tear her eyes from the scene. She was disgusted beyond words but also fascinated.

A few more chunks like that and only bones and fur remained of the bear's carcass when the spider was done. She was surprised he wasn't all bloated with all he had consumed. However he seemed to power down and went perfectly still, eyes dimmed and curled on the snow next to the remains of his meal. Maybe he needed time to process all that... It was a lot of meat. Maybe she should just run off and fin the Autobots now... She didn't feel like staying close to that monster any longer then strictly necessary. She pondered the pros and cons of just leaving, but the terror he now inspired her seriously outweighed any want to help she might have had before. As silently as she could, she tried sneaking past him towards where they had come from and find their tracks back to the city.

"Did I say you could leave?"

She almost jumped out of her skin, and turned her head around to see him looking at her with a crooked grin, still laying on his side but completely awake now. She frowned and swore to herself. He had spider-sense! Of course he had spider-sense, he WAS a spider! She looked at him almost pleadingly, refraining from just bolting. After that meal he just had, she was doubtful he could run after her but you never know... She had to find a way to ditch him though!

"You don't need me anymore! You can find it by yourself! Its somewhere around here! I want to go back... Please?" She pleaded, using her best nig-eyed innocent look... which apparently didn't work on spiderbots for he just scooped her up in his hand and held her against his chest so she couldn't try to escape again.

"No, you'll lead me all the way to the Allspark, little Sari. That was the deal." He grumbled, tightening his grip just fractionally to get his point across.

"That was BEFORE you tried to eat me again!" She retorted, wiggling in his grip to try to get free. "Let go of me! You're a monster!"

He narrowed his eyes at her and then... burst out laughing, making her tense and look at him wide-eyed like he had lost his mind. And his laugh was absolutely terrifying and made her want to crawl into a hole to hide. He laughed for a good minute before calming down and then staring down at her with a wide fanged grin, but his optics were cold and unforgiving.

"And you only realize that _now_? Wow, I knew you humans were dense but this is just hilarious!" He chuckled a bit more then quick as a... well, spider, he opened his mouth as wide as she'd seen it only a few moments ago and let the two mandible extend out of it as if he was going to snatch her and pull her down his throat as well. "I AM A MONSTER! Foolish little girl!" He roared in her face, scaring the living hell out of her and making her start to cry.

He calmed down quickly though and when she dared look again, his face was normal again and he looked cold, neutral, emotionless. She stared back, tears still pouring down her cheeks, she was so terrified! She wanted her dad, and she wanted her friends! Why did she ran away? She sobbed and rubbed her eyes, curling in a ball under the large hand holding her tightly. She wished someone knew where she was, and come for her, like Elita and Bumblebee or Prowl! She felt a claw start caressing her head after a moment and she looked up at Tarantulas. He seemed relaxed now and not about to blow a fuse again and go all feral on her.

"You'll let me go after we reach the Allspark huh?" She asked timidly, still shaken.

"Of course I will. That's the deal." he replied immediately, oddly he was still stroking her head and she felt herself calm down. "Let's go then. I'm healed enough."

He transformed and let her climbed on his back once more as they resumed their journey towards the lake. Once there, it was only a wide white expense of snow and ice and nothing else in sight apart from a island on the distance. Sari was still trying to find a way to ditch him... if only she could signal ratchet that she was here! She knew they were right over the ship, but not how to contact him! So she led the spiderbot in circle for a while until he got fed up with her and asked, annoyance clear in his tone.

"Is it still very far? I see absolutely nothing around here!"

"Yeah, I'm sure it's close! Well, almost certain! It should be!" She replied, trying to sound sincere.

"Are you certain? You're trying to lead me astray are you?" he asked skeptically, and she felt like he was looking at her intensely.

"I know what I'm doing!" He huffed, crossing her arms over her chest.

Tarantulas transformed and she landed on her ass on the ice, and he stood over her, arms crossed over his chest.

"Ow! What was that for?!" She grumbled, rubbing her sore bottom.

"You shouldn't mouth off to a giant venomous carnivorous spider." He hissed at her, looking royally annoyed now.

"Well, whatever, Bug Dude!"

He growled and turned his back on her to calm himself, then saw something that made him frown. He realized that he'd been fooled all along! That little brat! Oh, he should've ate her when he had the chance...

"Those are my tracks up ahead! You made us run in a circle!"

"Uhu... Maybe?" She grinned, her mischievous streak coming back to her.

"Do you even KNOW where the Allspark is?!" Tarantulas said baling his fists, a low hiss underlying his words.

"Here's a hint. How long can you hold your breath?" She said smirking, feeling a low rumble starting to rise from below them.

"Its... underwater?! My organic half could never survive!"

He was angry now and he was about to lunge at her when the ice around them exploded when something huge came through it. Sari and tarantulas were both sent flying, but Sari felt herself be caught by a large hand and pulled against a warm chassis before she could hit the ice below. a moment later she found herself curled against Ratchet's chassis and crying her eyes out.

At last! She was saved!

"There, there, now, tell me what happened?" The old medibot soothed, stroking her back as she cried hard against him.

She started to tell him all that had happened from the moment she left the base to when she was saved a few moments ago. She left nothing out, she needed to get it all out of her right now before she exploded. All those horrifying images... Ratchet couldn't help but feel disgusted at some of the things she told him. That tarantulas was even worst then he had imagined! Scaring a little girl like that... She was bound to have nightmares for weeks now. Right now though they had a battle to win and he had to concentrate on getting the others to safety. Those Decepticons weren't going to beat themselves!

_Nightfall, coast of Lake Erie_

He woke slowly with a pained groan. After being ejected from the Autobot ship, tarantulas landed hard against the rocks of a cliff and some fell on him, knocking him out. He blinked several times to clear his optics and shook his head, his vision still a bit blurry. That little BRAT! She betrayed him! Such a good little Autobot's pet... They would be proud! He was sure Elita was pretty proud of the little brattling herself right now!

That only proved that he could trust no one but himself, not even a child. He lowered his head, gritting his fangs together with a clicking sound. The Allspark was now completely out of his grasp, so that option was now closed to him as well. He wasn't going to give up though, he would find a cure and rid himself of his organic half! He didn't need help for that! Seamlessly he transformed and disappeared into the night towards the city.

_Meanwhile, Autobot base_

The battle was over but it had been won at a terrible price. The Allspark was gone and professor Sumdac was missing. In the aftermath of all the destruction, the Autobots regrouped in the base with their little human friend Sari whom, since she had realized her dad was gone, had been oddly silent. Elita, once they were in the base, went up to the little girl and knelt by her, looking down warmly at her.

"Sari, you have been very quiet since the battle. What is wrong, little one?" She asked kindly, putting a gentle hand on her shoulder.

She looked up at her and the femme could see a few tears threatening to run down her cheeks. She gently wiped them with a tender digit and pulled the little human into her lap, hugging her. She rocked her and soothed her, her maternal instinct kicking in at the sight of such pain in those young eyes.

"Its... You remember Tarantulas? The spiderbot we met at Halloween?"

"How could I forget." Elita said with a sigh, those memories weren't very good for either of them. "What about him?"

"I met him today... After I ran off." She whispered, hiding her face in the kind femme's waist. "I accepted to help him find the Allspark because I was so angry! I wanted to get back to you for taking the key from me..."

She sobbed now and Elita could feel tears against her plating, and she patted her little head soothingly, shushing her gently and humming her engines in a calming way.

"It's okay, Sari, I'm not angry. What happened? You can tell me."

Sari then told her what happened with the bear and the way Tarantulas acted and how she was terrified she was going to die and be eaten alive. She told her everything the same way she had told ratchet earlier when it was still fresh in her mind. She was sobbing harder by the end of her story and looked up at Elita, her eyes puffy and red from all the crying she was doing.

"Sari... If it can help a little, I knew him before he became... what he is today. He was a kind mech and a good spark, loyal and strong." She sighed and looked sad herself, but she was smiling down at the little human. "Even if he acts like it, I think it was more because he wanted to prove to himself that he was a monster and had to act like one. I don't think he's completely monstrous. The mech I used to know, Optimus, must still live somewhere inside this creature and I'll help him find it back if it's the last thing I do. I'm responsible for what he is today..."

"Really? What was he like? Tell me more please, Elita." Sari asked, curiosity finally managing to push the fear and pain to the backseat for now.

And Elita recounted for her many of her adventures with Optimus and Sentinel from where they were all young and fresh from the Autobot Academy. reminiscing helped her put into perspective what Sari had just told her as well, and strengthening her resolve to help Optimus get back to what he used to be. Later when she looked down at Sari, she saw that the little girl was asleep curled up in her lap, and she smiled. She carefully lifted her and carried her to a comfortable couch she could use to sleep on. She put a blanket over her and tucked her in. She heard a soft chuckle behind her and saw Ratchet leaning against the doorway, a smile on his lips.

"You have a way with kids, Prime. She sure needed the audio you leaned her tonight after what she went through today." He said softly and walked closer into the room. "I sure as the Pit am not good enough to have pulled it off."

"Thank you Ratchet. She just needed someone to listen to her. I was just glad I could help." She replied, crossing her arms over her chest and speaking in a low voice. "It helped me too..." She admitted, looking back at the medic.

he smiled and put a hand on her shoulder, squeezing for a moment.

"I'm glad to hear that, Prime. You sure isn't good to open up. It helps to get things out of your systems sometimes. Bottling up is never good for your health."

"Yeah... I'll try to remember that, my friend. Good night Ratchet." She walked past him to leave the room and he followed, shutting the light once they were both out.

"Good Night, Elita." He answered, watching her walk down the hallway and disappear into her own room.

he shook his head and walked to the medbay and closed the door, going to his own berth at the back of the large room. Despite all the emotions of today, good or bad, he was sure that things will turn out alright. This time had survived a near apocalypse, they could survive anything.

They had a strong Leader after all.

-_**To be continued...-**_


	3. Interlude 1: Becoming a Decepticon

**Along Came a Spider REVERSE Interlude 1**

_Interlude 1: Becoming a Decepticon_

_part 1: Becoming a decepticon_

It had been 5 vorns since the ill-fated day when his life changed forever.

Tarantulas, formerly known as Optimus Prime, star Cadet at the Autobot Academy, walked slowly down a street of an distant planet on a remote galaxy. He was shrouded in shadow and a long cape billowing around his clawed feet in the light breeze. Despite wearing a helmet, he deeply disliked mechs and femmes staring at him, and had mostly avoided planets were Cybertronians - especially Autobots - presence was strong. After all, even if the chances were slim, he might still walk into a bot that knew his former self and might recognize him despite his transformation.

Life hadn't been kind to him in the last five vorns either. For one thing, it took him a whole vorn just to be able to leave the Primus forsaken planet where he was reborn. He had to patiently wait for a exploration ship not unlike the one he and his _friends _\- he hissed at the thought of them, just thinking about them made him so mad! - had used to come to this planet. He had waited until the whole crew was out safe the pilot to sneak into the ship and he promptly killed the mech and stole the ship. he couldn't care less that he was stranding two more Cybertronians on this planet, because he killed them with the ship's laser canons when they came running at the sound of the ship's engines going online.

He left that Pit-Hole without a second thought or a glance back. Good riddance, he had wasted a whole vorn of his 'new' life on this Primus damned piece of space rock! He had no idea where to go through, but he knew that it had to be as far from the Autobots as he could manage. He opted for a galaxy where he knew that the Autobot's presence was almost nil, and only few mercenaries and Bounty Hunters roamed around, as well as the occasional Decepticons, if rumors were true. He couldn't care less at the time. All Cybertronians were to be avoided like the Plague.

He spent the next four vorns jumping from planet to planet, never staying long at the same location for fear of being discovered. That was also why he always avoided killing one of the planet's sentient inhabitants when he needed to feed. If a series of murder started to occur on every word he visited, someone was bound to make some sort of connection eventually. So he stick to wild preys and it was enough. Sometimes even going for challenges and killing the apex predator of one ecosystem, just to prove that he could and make himself feel a bit better about being a monster.

His luck, however, couldn't last forever, and he eventually was cornered by a clever Bounty Hunter. Well, he didn't even know someone was looking for him... until he was face to face with the business end of the mech's powerful electromagnetic pulse generator. This mech was persistent, he had to give him that. He had tried to shake him for the week, but it seemed that he always came back. he was good, almost as good as a predator in hunting a prey. I had to end today! He could get rid of the nuisance and be on his way to the next galaxy before the day was over. So Tarantulas just 'let' the hunter catch up with him in that alley. The less potential witness the better...

"Well, well, well. You know, I've been looking for you for a while now, someone really wants to have a chat with you." The hunter said, a twisted smirk curling his lips upward.

Tarantulas hissed and crouched low, ready to pounce and attack. He was still concealed by his long cloak, but he was ready to shed it and attack at a moment's notice. he was just waiting for the right moment...

"Aren't you in the least curious to know who it is?" The slightly larger mech added, rising a dark optic ridge.

"I don't care!" Tarantulas hissed, the sound growing louder. "I just want to be left alone and I'm going to do what it takes to make sure that happens!"

"Aaah sorry, no can do. The amount of credits on your head is very interesting, if you must know. Ditch me and others will come after you. It won't stop, not with such a sum." The hunter said shrugging his shoulders casually, his smirk widening only a fraction.

"Then I'll kill them all! I'm not interested in meeting any Cybertronians!" His anger was growing with each passing moments, the hiss deepening and strengthening. His caws flexed and his fangs clicked together.

"I wouldn't do that if I were you. I know everything about your poisonous personality, spider. My client had been very thorough in his description of the creature I was going to hunt down." The mech's smirk grew when he saw the other tense with surprise and disbelief. "Oh yes, he knows everything there is to know about you... Optimus Prime. Or should I call you Tarantulas? I like the sound of that on a lot better..."

"Who...?" Tarantulas growled, shocked that someone knew all of this about him. And he thought he'd been careful... Well, not enough it seems! "No matter, I'll hunt _him _down as well when I'm done with you and kill him!"

"You can try!" The hunter laughed, throwing his head back and looking very amused. "Lord Megatron isn't an easy mech to kill, or to find for that matter!"

If his jaw could drop any lower it would have. Megatron?... Wasn't he dead? Killed at the end of the great War millions of stellar Cycles ago? Apparently not, if that Bounty Hunter was telling the truth. But if he was telling him all this, tarantulas knew he would never let him just walk away and spread the rumor that the Decepticons Lord was still alive. it also meant that he had very little chance of finding him and that more hunters were going to come after him, even if got rid of that one.

Maybe... It would be better to just go along for now and see what this was all about?... He narrowed his eyes and the hiss he let out this time was more thoughtful. Megatron... the name itself made him uncomfortable. What did the warlord of the Decepticons wants with him, and how in the Pit did he knows who he used to be? His curiosity was definitely raised now.

"Fine, if he wants to 'talk' to me, well, who am I to deny the powerful Lord Megatron?" He straightened up and dropped the fighting stance he had been holding. "If I don't like what I hear though, he'll realize I'm no easy kill either."

"Now we're talking! Follow me. You're not be harmed until you see Megatron. That's why I was going to use that baby if you turned out to be... uncooperative." The mech pated the electromagnetic pulse generator on his arm with a chuckle. "It would make you drop unconscious and make my life a lot easier. No hard feeling huh?"

Before he realized what the hunter meant, Tarantulas felt a jolt of energy through his cybertronian circuits and they all went offline, making him black out. The last thing he heard were the disturbing cackle of the hunter...

_**Later, unknown location**_

Tarantulas woke up slowly with a horrible headache. he grunted and rubbed the side of his helm, his eyes slowly fluttering open. The first thing his enhanced spider senses told him was that he was in a small closed room, there was no air current and the smell was stale and moist. There was an annoying dripping sound from a corner of the room too, already annoying the pit out of him. The second thing he felt was the chains locked around his limbs, ankles and wrists and neck. He was securely held into place and he could barely move, making him quite helpless. he hated feeling helpless.

He came fully online snarling and hissing threateningly, pulling hard on the chains and bellowing his rage for all to hear. He had been tricked! He was probably in some Autobot research center and they were just preparing a dissection room for him! he should have known! He'd been too gullible, letting 'Optimus' take control for a moment... Frag it all! He should've killed that fragging pit spawned Bounty Hunter the moment he realized he was being hunted! He was so mad he let his inner mandibles extend out of his mouth, widening it so much it must be a terrifying sight for anyone watching. His helmet being off, his whole contorted face was bare to see and stare at for those who were most likely studying him right now.

"Impressive." A deep, cultured voice said from just out of range, and his red eyes immediately darted towards the general direction, turning his rage to a solid target.

"Impressive?! Have you lost your mind?! That thing is disgusting! You should kill it RIGHT NOW and put it out of its misery!" Another, scratchier voice added, and Tarantulas's impressive rage focused on that voice, hating whoever it was already.

"Shut up Starscream! I have not spent that much credits to get him only to have him terminated the moment he gets here!" The first voice replied harshly before it added, a hint of admiration underlying it. "He is a masterpiece of nature, the perfect killer! Sleek, silent, deadly and completely without morale to hold him back."

The two mechs were now in his line of vision and, through the haze of feral rage clouding his mind, Tarantulas recognized the two top-most Decepticons. Megatron, Leader of the Deceptions, and Starscream, Decepticon's Air Commander and SIC. So, it was really the Decepticon's Lord that wanted to talk to him after all, and so far, he hadn't liked what he heard. He hissed at them and snarled like a beast, the chains straining with the power he was putting in pulling on them. He managed to regain enough sense to speak, at last, but his face was still a contorted mask of pure murderous anger.

"LET ME GO! WHAT DO YOU WANT!? AAAAARRRGH!"

And it was back to snarling, hissing and pulling with all of his might on the chains restraining him. Megatron smirked, observing the display, while Starscream looked utterly disgusted. The warlord suddenly raised a huge fist and slammed on the bars hard, making the whole cell resonate with the sound like the inside of a bell. Tarantulas froze and stopped struggling, shaking his head to clear the loud sound from his audios. He let out a pained hiss and glared at the large mech standing outside the cell. Starscream just sneered at him, arms crossed over his chest.

"Listen to me, beast! I have an offer for you!"

That made Tarantulas pause and tilt his head, eyes narrowed and growling deep in his throat.

"Why should I listen to YOU?! You had your Bounty Hunter trick me and you locked me like a savage animal! Why should I want ANYTHING to do with you?!" he hissed, his voice a low snarl, threatening and promising pain and retribution if he was ever let out.

"And what are your other options, tell me, _Optimus Prime?" _The warlord replied, his smirk widening a fraction. "Oh yes, I know everything about you, who you are and what led you to this very position here, today!"

"How?..." Tarantulas hissed, eyes now wide in shock and anger shining in them. He snarled the last words hatefully. "Optimus Prime is _dead_! The name's Tarantulas now! If you know so much about me you should know that, _Lord Megatron!"_

"Please, what are you going to do if I just let you go? Return to the Autobots? Unlikely, they'll kill you slowly and dissect you for experimentation. You know as well as I what they do to things they find to be... beneath them." He sneered, disdain flashing in his red optics. "Return to the life of a wandering scavenger with nowhere to stop and rest once in a while, never sure if you won't end up found out and locked up, or dead the next Cycle? Such a sad, wasteful existence. I can offer you so much more!"

Tarantulas had been listening, and while the warlord talked, his mind had been working. What Megatron was saying was true. Returning to the Autobots had never been an option. They'd kill him, and slowly, studying him maybe for vorns. A very sad, painful existence if there was any. So far his life as Tarantulas could be put in one simple word: survival. Live one day at a time and try to keep going for yet another Stellar-Cycle. Until one day he might something stronger then himself and get killed, never to be found again. His existence never acknowledged, his life meaningless. Was it really what he wanted? It wasn't too long before he came to the logical conclusion. No, he didn't wanted to die out somewhere forgotten and wasted. He locked eyes with Megatron and bared his fangs, more out of tension then anger.

"What is your offer?"

"Join the Decepticons! We protect our own, you'll always have mechs to watch your back. I'm always in need of good trackers and killers like yourself. With your skills, you'll make a fine assassin." megatron said, his voice smooth and silky, enticing.

"But Megatron! It's foolish...!" Starscream started, only to be silenced by a hard backhand.

"Silence, coward! My decision is final!" Megatron barked at him, red optics narrowing angrily at his second.

"As you wish, my Lord." Starscream hissed between his gritted teeth, rubbing his stinging cheek.

Tarantulas chuckled at that, enjoying seeing the rude, whiny seeker put in his place. he had hated him for the moment he heard his voice the first time. he turned his attention back to Megatron and smirked, his expression a lot less ugly then it had been a few moments ago.

"I accept." he said simply, and Megatron smirked widely. "If only to annoy your whiny little bitch here." he cackled mirthfully and Starscream huffed, briskly walking away with his back ramrod straight and his wings itched so high they looked ready to snap off.

Tarantulas laughed louder, a barking, hissing sound that was creepy and chilly, full of amusement at the seeker's harsh dismissal. Megatron pressed a few buttons on the panel that was next to the door outside the cell, and the chains opened and slid back into their slots in the wall. Tarantulas rubbed his wrists and walked out of the cell, in front of Megatron. He was quite a bit shorter than the impressive warlord, so he had to look up to meet his optics. Megatron handed him his helmet and he put it back on, feeling better now that his face was concealed once more.

"Follow me." Was the simple command and Megatron immediately took off down the hallway, walking briskly.

Tarantulas fell into steps behind the Decepticon's Lord. Soon they reached a large room that was obviously a throne room, and Megatron walked right up to the throne and tarantulas followed, but stopped at the steps of the throne. Starscream glared at him from the right side of the throne and he smirked at him, baring a wide arrow of fangs and making a show of unfolding his inner mandible just to see the disgusted funny expression on the sleek seeker's faceplates. Starscream huffed and looked away with a dismayed huff and tarantulas laughed at his expense. he was going to have fun scaring the seeker as much as he could! he felt more optics on him and turned to see another Decepticon, beige and purple, staring at him, blue faceplates emotionless. He blinked when his face swirled and switched to a crazy-looking black and red one.

"Ooooooh lookit that! Iz that a pet, I wonder?" He cackled and Tarantulas lost his smile, scowling at the deranged Decepticon.

"Silence Blitzwing!" Megatron ordered and the mech's face returned to his blue cold one.

"As you vish my Lord." He simply said and stood back, watching with an almost bored look.

Megatron turned back to face the spiderbot and he was holding a Decepticon's brand in his hand. It was already red hot and smoking. Tarantulas just stood there, and if he was worried at the sight of the ominous brand, he showed none of it.

"Kneel to receive the brand of your new life, Tarantulas!" Megatron ordered, his voice commanding immediate obedience.

The smaller mech obeyed and knelt on one knee, his hands on his raised knee. Megatron stepped closer and swiftly, he brought the brand first to Tarantulas's left shoulder. Smoke rose from where the brand touched the chitinous armor and there was a loud hissing noise. Tarantulas gasped but remained unmoving, gritting his fangs hard together. The brand was quickly removed then moved to his right shoulder to repeat the process.

"With this brand, you have pledged loyalty to the Decepticon Cause and to its Lord. break it, and you will be hunted down without respite until deactivation. Do you understand?" Megatron said as he applied the brands, his voice leaving no room for discussion.

"Yes." Tarantulas hissed through his clenched jaw. "I understands. I pledge my undying loyalty to the Decepticons!"

"Good." Megatron smirked, and offered a hand to help the new Decepticon to his feet. "Rise now Decepticon, and serve your Master to the best of your abilities!"

Tarantulas took it and rose to his feet, dusting his knee in the process. The pain was nothing to him. He had felt much, much worst since his transformation.

"Yes, my Lord. I will not fail you." He replied, the ritual answer coming easily to him.

From the corner of his eyes he saw that Starscream had moved closer, probably to talk with Megatron, and Tarantulas couldn't resist. With a speed that startled even the seeker, he pounced and pinned him to the ground, straddling him and once more unfolding his inner mandibles into his face, mouth opening wide enough it was scary and... kind of disgusting.

"AAAAH! GET IT OFF ME!" Screeched the seeker trashing to get the spider to get off him.

Tarantulas burst out laughing, Starscream was just too easy to scare! Such a scaredy-bot! He was going to have a lot of fun scaring him randomly... Maybe joining the Decepticons was the best thing that could happen to him at the point where he was now. Nothing was ever going to be perfect or remotely good but at least he could say that he belonged. Something he hadn't felt in 5 vorns... It was... a good feeling, something positive in all the ugliness of his new life.

Things could've turned a lot worse for him. He was just glad he had a chance for the future once more.

_**-To be continued...-**_


	4. The Elite Guard

**Along Came a Spider REVERSE**

_Part 3: The Elite Guard REVERSE_

It was a few days after the battle with Megatron and his Decepticons. Elita and her team were helping with the cleanup and to try and clear their name, reassuring the humans that they weren't a threat. In the meantime Bumblebee was helping Sari try to run her father's company while he was missing. So far, they had been doing pretty good... so to speak.

Of course, something was bound to happen to shatter the fragile beginning of trust they'd been building back with the humans. That something was in the shape of what looked like a flaming meteor rocketing through the atmosphere, but Elita and her crew weren't fooled. This was no meteor. it was a ship, and it was heading directly toward Downtown Detroit.

Elita had a bad feeling in her spark, as if something bad was going to happen as they sped towards the landing site, stopping behind the line of police cars surrounding the area. She transformed with the rest of her crew and walked up to Captain Fanzone.

"Have your men stand down! Let us handle this." She said, looking worried as she looked at the human.

"So you can destroy the other half of the city? I don't think so!" He replied, his attention called back towards the ship when there was a hissing sound, a door opening on the side of the large spaceship. Smoke billowed out and when it cleared, the police Captain let out a long suffering sigh.

Three tall, impressive Cybertronians stood on the ramp of the ship and were looking down at the crowd of humans. One of them in particular, a bulky blue and orange bot, was staring at the little organics with clear disgust and scowled at the sight of them around the ship. At his side was a mostly white and black bot who looked more curious than anything else as he looked at the humans while at the top of the stairs stood the most impressive mech they had ever seen. He was tall, blue red and white and held a huge hammer in one hand.

"Robots... Why does it always have to be robots?" He asked to no one in particular, shaking his head in surrender.

While the humans had been starring in awe, Elita and her crew had walked through them and now stood at the base of the ramp at attention.

"Ultra Magnus Sir! Welcome to Earth Commander! It's an honor-" She started, but before she could say finish, the large mech cut her sharply.

"Jazz, set up a force shield to quarantine us from those organics."

"You sure that's necessary, Commander? I'd like to have a closer look." Jazz replied, looking on at the small organis creatures in curiosity.

"You'll think otherwise when the slime they spew at you melt through your armor and bur your circuits off!" Sentinel said, looking disgusted and sneering down at the small creatures.

"Really?..." Jazz sounded awfully doubtful, but Sentinel went on before he could say anything else.

"Believe me, I've had some very unpleasant experiences with organics. Nothing good come come from contact with them." He then turned his optics towards Elita and had a very superior, smug smile, his tune turning condescending and derisory. "Isn't that right, Elita, my dear?"

he pressed a button on a remote he took out of subspace and a shield started to form around the ship, from the top to the bottom.

"What the-! HEY" Sari shouted and ran as fast as she could, but not fast enough for the shield finished closing around the ship just when she arrived at the limit. "What's the big idea?! Let me in!"

"Sentinel Prime, decontaminate Elita Prime and her crew." Ultra Magnus ordered before making his way back into the ship.

"With pleasure, Sir." The bulky blue bot replied a bit too enthusiastically for Elita's taste. They were then all led into the ship and to the decontamination chamber and forced to stand under the burning hot decontamination fluids for a lot longer than necessary. Sentinel seemed to take pleasure to spray them in the face and optics as often as possible and Elita glared at him while the others complained loudly. Prowl's was particularly vocal about it.

"Those are humans, not space barnacles! This is ridiculous!"

"This is completely unnecessary Sentinel!" Elita complained as she was sprayed right in the face once more, making her sputter in a very undignified manner.

"We wouldn't want a organic contamination to spread now, would we, sweet thing? Take it like a mech, for once in your life!"

He smiled at her with that condescending expression she was starting to hate with all of her spark and glared at him with a clenched jaw. Calm, stay calm. He's just a big, full of himself rusted crankshaft! How Magnus thought it was a good idea to make him his Second -in-Command was beyond her. The hoses were turned off a moment later and the containment chamber was opened.

"Cool it Sentinel. Whatever went down between you and Elita in the past, you shouldn't hassle his crew over it."

A few moments later they were all standing at attention once more in front of the Magnus and Sentinel had to crack another lame insult at them, making Elita's plating bristle and her fists clench at her side. However she kept her calm exterior demeanor as Ultra Magnus spoke up, silencing the egotistical buffoon.

"That would be enough, Sentinel. We have wasted enough time and resources tracking down those stragglers." He turned his optics towards Elita and continued, serious and to the point. "Now, if it's all the same to you, we'll take the Allspark and be on our way."

There was a moment of silence, heavy and awkward, until Bumblebee broke it with a small, nervous voice.

"Yeah... About the Allspark, Sir. Well, it kind of...-"

"Blew up!" Bulkhead finished for him, making the others wince waiting for the innevitable explosion.

"It didn't exactly blew up, Sir. More like its energy was... dispersed. At least I think it was." Elita tried to catch the blunder as best she could, but the expressions on all of the three Elite Guard's faces told loud enough that they weren't exactly soothed by her feeble words.

"You've made some big time blunders in your days, Elita, but this one tops them all!" Sentinel sneered, glaring down at the small yellow fembot with a nasty twisted smirk.

"She's a slagging hero for spark's sake! She kept it from Megatron and the Decepticons!" ratchet interjected, ire rising at the way Elita was being treated by that oafish, arrogant young fool of a Prime. He had always felt a paternal instinct towards the quiet, secretive little fembot that was their leader and would protect her as best he could, even against hurtful words.

"Stand down, rust bucket! Your boss is a lot of things, but a hero is not one of them!" Sentinel replied to the old medibot, then turned his attention back to the small femme who had refrained from saying anything else so far. "We swept the entire planet for Decepticon's energy signature and we found nothing."

"That's because we kicked their sorry solenoïds!" bumblebee, offended on his Boss's behalf, stood up to the big Elite Guard and sneered up at him with all his little might.

"You want me to believe that you bunch of glitched detail flunkies defeated _Megatron_?! Do you take me, and Ultra Magnus, for fools?" he snarled in Elita's face and she winced a bit, glaring heatedly back, lips thinned into a almost invisible line.

"Those are... most disturbing news, Elita Prime. What do you have to say for your defense?" Ultra Magnus eventually cut the mounting argument and stood up front, standing in front of the group of Autobots.

"It is true, Ultra Magnus, Sir. A few days ago, we fought Megatron and three of his most dangerous soldiers, right here, in the city of Detroit. The battle was long and a lot of damage was done to both the city and ourselves. Unfortunately, to keep the Allspark from falling into Megatron's servos, I had to use Sari's allspark-infused key, which shattered the Allspark and dispersed its energy all over this city and the surrounding area." Elita said, her voice never wavering despite Sentinel's disbelieving snort at almost every one of her words. She kept going when Ultra Magnus gave her a nod to go on. "Once the Allspark was dispersed, the Decepticons vanished and Megatron was severely damaged in the explosion. Also, Professor Sumdac, Sari's father, also went missing during the crisis. This is what happened, I swear on my spark, Ultra Magnus Sir."

After she was done she snapped at rigid attention and waited for the Magnus's verdict. However, Sentinel couldn't keep his fragging mouth shut and burst out laughing, shaking his head with such disbelieving arrogance that Elita could swear she _heard_ her dental plates grinding together.

"I'll give you points for creativity with your bogus story, Elita, but where's your proof? Show me one spec of evidence that the Allspark wasn't completely destroyed under your watch." He stopped in front of her and leaned closer, smirking smugly. "Come on, sweet thing, admit it. You just don't want to admit that you managed to get the Allspark destroyed out of sheer negligence! You should never let a fembot do a mech's job... Especially when it concerns protection and safeguard."

"You have my word, Sentinel." She manage to keep an even tone saying this but she was seething, literally boiling inside. She lowered her voice to add, so only he could hear her. "Keep your condescending macho mech attitude to yourself, fragger. If I recall, _you_ were responsible for a lot more blunder then I ever was..."

Sentinel scowled at her and then leaned back up, crossing his arms over his chest with a nasty grin.

"And we all know what this is worth, do we, my dear Elita?"

"Come on, Boss-Bot, why won't you stand up for yourself?!" Bumblebee spat, glaring at the big blue oaf and standing closer to the almost shaking femme.

"Because she knows her place... and it's on her back in a berth." Sentinel replied, as insulting and degrading as he could to the small fembot. "Which is every fembot's place. Put a femme in charge of anything and this the result."

"How about I put YOU in your place?!" Snarled Bulkhead, completely fed up and enraged by the arrogant, insulting, degrading way Sentinel was treating their Leader.

He charged with his wrecking ball ready to wipe that expression off the stupid Elite Guard's faceplates, roaring in challenge. The usually shy, easy-going and quiet huge mech could be quite a sight when he was enraged beyond reason like right now. Elita and Ratchet immediately stepped between him and the just as pissed off Sentinel Prime, trying to calm things before the escalated, while jazz tried to restrain the large blue mech. Until Ultra Magnus slammed the butt of his Hammer on the floor and got everyone's attention.

"Stand down, all of you!" He ordered, and everyone stopped immediately to snap at attention. The old mech looked at Elita then and continued, his voice very serious and no-nonsense. "This matter deserve to be investigated fully for those are serious accusations, Elita Prime. We will go to the location of the supposed battle and look for any evidence of your claim. Everyone else, stay here with Jazz."

Ultra Magnus, Elita and Sentinel all transformed and rolled off the ship, the shield being temporarily lifted to let them go through. Sari, whom had been waiting outside for just that opportunity, dashed for the opening, but once more, she wasn't fast enough and slammed into the barrier with a pained yelp.

"Oh COME ON! You got to be kidding me! I need to get in!" Her cell phone then rang and she answered it. "Sari Sumdac here. Mr. Powell, what is it?"

"There's a situation at one of our assembly lines, Miss Sumdac." he said, looking annoyed as ever.

"Can't you fix it?" The little girl replied, rolling her eyes.

"I thought the company name was Sumdac?" He replied with a arrogant smirk and she scowled at him.

"Fine, I'll do it myself!" She growled and slammed the phone shut. "Whit a little help from my helper." She grinned taking hold of her key around her neck.

Her Key... Of course! Why hadn't she thought of it earlier?! She brought the key close to the force field and made a hole large enough for her to slip through then ran towards the ship. it wasn't long before a loud alarm started to blare and she froze, seeing one of the new bot run towards and stop a few distance away.

"Organic contamination localized." he said staring down at her. He lifted both hands as if to keep her away. "Now you back out and away from the ship nice 'n easy, huh? Don't spew any slime at me m'kay?"

"Slime?" She frowned, then seemed to understands and grinned in amusement. "You're afraid of me, aren't you?" She made a grimacing face and shouted. "BOOGA BOOGA BOOGA!"

"Yaah!" He jumped back and lifted his weapon, just when she saw her friends round the corner and come towards her.

"Be careful! You don' wanna be slimed!" Jazz said, still keeping his distance from the little organic, wary of it.

"Relax Jazz, that's just Sari. She's completely harmless." Bulkhead chuckled and patted his little friend on the head.

"But Sentinel-" he started, but was cut by Bumblebee.

"Is a Glitchead! With all due respect, Sir." The small yellow bot said, still angry at the big blue oaf for what he said to the Boss-Bot.

Jazz finally seemed to relax and came closer, bending low to look Sari more closely, touching her red hair and her back softly. "Incredible... They all have their own style, their own personality."

"Hey guys! I need your help! Something's wrong with one of the assembly lines! Come on!" She pulled on Prowl's leg and he bent down to pluck her off the floor.

"No can do. They're ordered to stay here until Ultra Magnus comes back with Sentinel and Elita." Jazz replied with his arms crossed over his chest.

"Ultra Magnus said you had to keep an eye on us, but he didn't say where." Bumblebee grinned.

"Mmmm, true that. I've been wanting to try those new wheels 'o mine a spin." He transformed and in his place stood the most sporty, sleek sports car you can think of, a very cool-looking Porsche. "'Sides, a species that can come up with such a sweet ride like that can be all that bad!"

"Cool!" Sari giggled seeing her awesome alt-mode.

In the meantime, Sentinel had been making a fool of himself throughout the city, almost killing dozens of humans without even caring about it and ignoring all and every tries Elita made to warn him about the human's traffic law. To say that the fembot was at her very last nerves was an understatement. She was fuming at the audios, almost literally. Ultra Magnus also tried to get Sentinel to at least respect the humans custom and HE was doing his best to do so, setting the example, but it was a lost cause on the arrogant, full-of-himself mech.

On Dinobot's Island, the confrontation with Grimlock and his brothers was just another near disaster that Elita managed to defuse. Sentinel, it seemed, was Pit-bent on respecting absolutely nothing on this planet. By now, the little green and yellow fembot was almost certain she was going to have a permanent dent on her palms for how often and how hard she clenched her fists in barely contained anger.

Thankfully, Ultra Magnus's lightning show put a end to the conflict before it even began and the Dinobots retreated. Elita was seriously creeped out by Grimlock, he was always sniffing her like she was some kind of prey...

At the assembly line, things weren't going too well either, and the bots were getting their aft kicked by allspark-powered police-bots gone berserk. Elita, Sentinel and Ultra Magnus arrived when things were getting out of control. Even the powerful Magnus hammer seemed to have little impact for there were always more and more robots pouring out of the warehouse.

Ultra Magnus and Sentinel hid behind a force field the minute Sari appeared out of behind some crates leaving the little girl to fend for herself.

"We need to return to the ship, Sir! Every moment we stay out there, we risk organic contamination!" Sentinel said, keeping the shield up and more or less ignoring the situation as a whole just because of one harmless little girl.

"That's no use Elita!" ratchet said as he blasted more robots into pieces. "As much as we destroy, there's always more pouring out of the assembly line!"

"Then we need to shut the thing up!" Elita ordered decisively. "

"I'll do it!" Sari said running towards her, avoiding blasts from robots and diving when one got too close. "With my key! As long as the company's name is Sumdac, it's my responsibility!"

"Alright! Bulkhead, Bumblebee, ratchet, you stay out there and keep the robots at bay! Prowl, Sari, you come with me! We'll shut that thing up for good!" The fembot ordered and transformed, Sari climbing in and they rolled out towards the main hangar.

Jazz followed them and soon they reached the source of the problem. Sari used her key while Prowl, Elita and Jazz kept the robots at bay. The line finally shut down and all the machines stopped moving. Sari sighed in relief and smiled widely.

"And THAT is why and company's name is Sumdac!"

Outside, Ultra Magnus finally took care of the remaining robots once they stopped pouring out of the assembly line. Sentinel chose that opportunity to speed up inside and find Elita and her other little reject grunts to put the stupid little fembot in her place once and for all.

"I can't get it out! My key's stuck!" Sari cried, pulling with all her might on her key to get it out of the slot, to no avail.

Elita was about to give a hand when Sentinel showed up and put a hand on her shoulder , pulling her back. She spun around, glaring dagger at the arrogant, egotistical macho. How could she had ever been friend with that glitchhead?! He spoke up before she could say a word, sneering down at her disdainfully, his grip painful on her thinner shoulder plating.

"Not so fast, Elita Prime! I'll make sure you're tried for High treason for destroying the Allspark! No be a good little femme and come with me!"

"NO!" She snarled at him and tore her shoulder from his grip, facing him and shoving him hard in the chest, shying her piece at last and Primus did it felt GOOD!

"That wasn't a request, that's an order, Elita Prime!" He snarled back at her and shoved her back. She stumbled but did not fall.

"I may be a Elite Guard washout and a glitched detail flunky, but last time I checked, we still held the same rank Sentinel PRIME! So take your macho mech condescending attitude and your arrogance and SHOVE THEM UP YOUR RUSTED TAILPIPES! You're on MY TURF now!"

She could hear the little girl was still straining to get the key out so before going to finally help her she downloaded Sentinel's power and used the sword to slice the control panel in two. Sari's key and the entire panel came undone... as well as a glowing blue crystalline shard.

"What IS that thing?!" Sentinel asked, staring at the little piece of blowing blue crystal.

"Your proof." Elita smirked, holding the little shard between two digits.

outside, Ultra Magnus examined the shard critically.

"Definitely look to be a piece of the Allspark." He commented, a half smile gracing his dignified features. "It seems that there is at least a speck of truth in your story after all, Elita."

"You can't really believe it, Sir! She's a lying insubordinate whorebot!" Sentinel snarled, beyond angry because Elita was winning this battle and was smugly smirking, discreetly of course, behind the Magnus.

Ultra Magnus gave the blue mech a warning glare telling him not to say one more word and looked at the small fembot when he spoke next.

"That may be so, but in the heat of battle, Elita Prime showed the qualities of a true leader. Strategic thinking, determination, and above all... loyalty." He let his optics fall on every of Elita's group one by one before returning to the small fembot and smiled gently at her. She blushed a bit and lowered her gaze a fraction thankfully.

"Something YOU can learn a thing or two about, Sentinel Prime." He added, glaring with narrowed optics at his SIC whom, through that entire mission, had acted less than stellar. "In addition, if I ever hear you use such foul language to describe one of your fellow Autobots, there WILL BE dire consequences. Do I make myself clear, Sentinel PRIME?"

The emphases he put on the rank was clear enough, and meant that if the blue Elite Guard didn't change his attitude, he could very well lose that rank.

"Cristal, Sir." Sentinel replied tightly, stiff as a rod.

"Good. Let's roll back to the ship."

Jazz smirked and winked at Elita before transforming and following behind his Commander. The Autobots returned to their own base and Elita felt a lot better now that she knew that Ultra Magnus thought she was a good leader despite Sentinel's trying to degrade and dismiss her in his optics. It only prove that, despite her past mistakes, her Commander had never wrote her off as unimportant and useless.

It was a nice thought that she held into during the bumpy times that followed.

_**-To be continued...-**_


	5. Black Friday

**Along Came a Spider REVERSE**

_Part 4: Black Friday_

_**A few months ago, Dinobots Island**_

Waves were crashing on the beach like a metronome that evening, their music calming and constant. In the distance, you could still see smoke billow up in the air from Detroit where a huge battle happened just a few days ago. The island and its inhabitants, however, were as untouched and uncaring as they ever were, time passing it by like the waves of the Lake crashing along its beaches.

One of those waves left something behind it on the sand though, the unconscious form of a easily recognizable creature. Tarantulas was unconscious when he washed ashore, his organic half almost drowned by the water and his cybertronian circuitry too soaked by water and glitching badly. Time passed, and by nightfall, heavy steps approached the beach. Grimlock, in his T-Rex form, spotted the unconscious form first and roared to his brethren. Swoop glided from amongst the clouds and landed nearby and Snarl crashed through the bushes to come standing by Grimlock's side. All three of them watched the unconscious techno-organic for a while, until Grimlock walked closer and bent down to sniff him.

"What that be?" He pondered out loud. "Not smell like Dinobot or like car robots..."

"Is dead?" Asked Swoop, bending down to poke at it with a long clawed digit.

They all three jumped back with startled sounds when the creature groaned and twitched a bit. It stopped after a moment after trying without success to push itself on its hands and knees. All it ended up doing is cough up and throw up a lot of water and then falling back into unconsciousness on the beach. They waited a few minutes but it became apparent that, whatever this thing was, it wasn't going to get up anytime soon. Grimlock, always the bolder, returned to its side and pushed with his muzzle. It let out a moan but did not move. Grimlock grabbed it by the midsection and threw it onto his back.

"Me Grimlock say we take it to lair! Maybe it can help Dinobots!" He stated and the other two just shrugged. Whatever Grimlock says always happens anyways. If that thing turns out bad, they can always destroy it later...

During the following weeks, Tarantulas was in and out of consciousness. He was running a high fever and his organic half was infected with a illness due to his time spent in cold water. His Cybertronian half was no better as it was trying to purge the organic infection with little success. He had seizures often when he two halves crashed simultaneously because they just couldn't find a way to work together to cure that infection. After those seizure, he was delirious and half of the time he even transformed without even realizing. His spider self, somehow, seemed better equipped to deal with the serious organic virus that he caught and his subconscious as pushing him to stay in that form as much as possible.

The dinobots, not knowing what to do, steered clear of him during that time, only checking to see if he was still alive. Grimlock even brought him things to eat after tarantulas, in one of those more lucid moments he had, told him he needed meat to survive. Live prey were the best. Grimlock proceeded to catch him preys after that, once a week, sometimes twice. Tarantulas ate parts of what he brought him but not all. Sometimes he was just too sick to eat anything. It was only at the end of the sixth week that, one morning, he woke up feeling a whole lot better. He made a quick internal scan and his Cybertronian half reported that there was no virus infecting his systems anymore. It had finally been purged completely.

"You spiderbot feeling better?" A deep curious voice asked from somewhere to his right, and Tarantulas hissed in surprise and turned around, stinger ready to strike.

Grimlock lifted both hands in a peace gesture. he had been stung a few times already when the spiderbot was delirious and took him for someone else. An Elita something or Sentinel he wasn't sure what... They hurt and made him feel all funny for a couple hours after he was stung.

"Spiderbot calm, me Grimlock not want fight. Just checking if spiderbot need something."

Tarantulas huffed and retracted his stingers, then rubbed his forehead, only to freeze. His helmet! It was gone! Where was it?! He frantically looked around but quickly calmed down when he saw it laying close to his side. He grabbed it and put it back on quickly, feeling naked without it to hide his ugliness. Grimlock just observed him, not caring whether he had a helmet or not. He wasn't pretty, but the Dinobot couldn't care less. There was something about the spiderbot that seemed to draw the big dimwitted mechs right back at the techno-organic's side. That thing had been on and off while he was running a fever and very ill, but now that he was healed, whatever it was, seemed to have gained in strength.

Grimlock's nostrils flared as he sniffed the air and took a couple more steps closer to the spiderbot when he tried to stand, but too weak to manage just yet. He found himself at his side and offering an arm to help him straighten up and stand. Tarantulas lifted an optic ridge, not expecting the gesture, but then he saw the slightly dazed expression in the huge feral mech's optics and grinned. Oh Primus that was just too good! He knew perfectly what was happening to the big oaf. Since his transformation he had discovered that his body, when under stress or any strong emotions, exuded pheromones not unlike the ones used for attracting a member of the opposite gender for reproduction's purpose.

However, his were slightly different. Since he was only half-organic, his pheromones weren't as potent as they were in the spiders of the caverns. He had no intention of ever trying to 'mate' while in that disgusting form, anyway, but he had found out they had other functions then reproduction. To be precise, he could use them to exert some degree of mind-control, to plant suggestion and enforce them on others. Focusing while at the same time making a show of curling against the broad chest in front of him, looking faint and weak, he released more pheromones. He grinned watching the huge mech's optics get even cloudier and his arms tightened around his waist. That big oaf was going to be all heel over head for him now...

What he hadn't quite planned was seeing two more of those barging into the cavern and almost stampeding over one another to get to him. Grimlock tightened his hold on him and roared at his two just as dimwitted brothers and the flying one screeched, trying to snatch him from his 'leader's' grip from behind. Tarantulas disentangled himself and jumped back, hissing in warning and waving his stingers threateningly for them to keep their distance.

"Him spiderbot likes me Grimlock! Not you Swoop! Let go!" Grimlock had drawn his flaming sword by then and tried to slice at his brethren.

"Not true! You Grimlock always steal good things! Me Swoop wants spiderbot most!" The sleek flying dinobot screeched and dove for the T-Rex's head.

The third one seemed to jump into the fray just for the hell of it... until he too caught a whiff of the strong pheromones that the spiderbot was still releasing. His nostrils flared and he focused on him, forgetting his fighting siblings to stalk towards him, nostrils flared and a hungry look in his optics. This one was even bulkier then Grimlock, and more stupid, but probably stronger too. Tarantulas hissed in warning, still waving his stingers threateningly. This one wasn't deterred by this though and kept coming until he was backing the smaller spiderbot against the rock wall. He was sniffing him and grunting like a beast that he was, then he leaned down and buried his face in his neck taking a deep intake.

"Smells good..." He said, his weight almost crushing Tarantulas against the rock behind him. "Snarl want spiderbot..."

Tarantulas hissed and pushed at him, without much success. He felt the big mech press harder against him and yelped in outrage at what he felt. Oh Pit no! He used his stingers to make him loose his grip and then leapt back, transforming and crawling up the rock wall to settle on a ledge over the three quarrelling dinobots. In spider form he kept watching and almost laughed out loud at the disappointed look on the dinobots faces when he put himself out of reach. He looked down at them as they were looking up at him expectantly, now that they obviously were under his control, he could stop releasing that much pheromones. They all looked like kicked puppies and he laughed at the mental image.

"Tsk, tsk, tsk, boys! You can look but not touch! There's enough of me for all of you!" He purred, transforming back and sitting on the edge of the ledge, looking down with a smirk. "Now, why wouldn't you show me around, hmm? I'd _really_ like that..."

And show him around they did, through the entire island and there was nothing interesting here, until they showed him the abandoned lab hidden into a deep valley. Tarantulas wasn't very good with science, but through the vorns since his transformation, he had to make himself good at it. Especially genetics and bioengineering. Science could hold the way to revert him to his Cybertronian self... and this lab contained treasures of information's of genetic engineering and modifications researches. Pretty sound too from what he could see reading through the files. That man, Prometheus Black, was a genius in genetic researches. Maybe he could help revert him back to his former self... The only problem was that the man was currently in prison for kidnapping, attempted murder and illegal scientific researches and experiment.

"Prison hum? Not a problem." He heard Grimlock roar outside and grinned wider. "Not with my big helpers here!"

**_present time**_

Sari decided from the moment she and Bumblebee stepped into the prison that this place was creepy as hell. It was kind of dark and there was all sorts of unwelcoming noises like screams and barks of disturbing laughter and loud crashing noises. She walked closer to Bumblebee who was ready to protect her from any danger, stinger just begging to be released.

"Are you sure it was a good idea to come here?" Bumblebee asked, warily looking around and sounding quite uneasy.

"Relax Bumblebee. We're just here to talk to him!" Sari replied, she looked a lot less stressed then her robotic friend.

The last few months had hardened the little human girl. Losing her dad, being told she didn't exist and thrown out of her home had forced her to grow up a lot faster then she should have. She didn't look any older physically, but it was in her eyes. A maturity that wasn't there last year. Things that amused her then bored her now and she was a clever little girl too. She had come up with that idea of coming here to ask Black about what he knew on Powell and if maybe he would want to get back at the mech who stole his company as well as her dad's. She hadn't forgotten what he did to her last year, but she wasn't afraid of that guy either. She had her friend with her if anything went wrong anyway.

"If you say so. Let's just make it quick, shall we?" Bee replied as they entered the large circular room in the middle of which Black's perfectly impenetrable cell was situated.

"I know so!" She grinned at Bumblebee then returned her attention to the cell when they reached it.

Inside, the man recycling on the bed stood slowly, tall and slender but also very, very disturbing to look at since his skin was more like living acid swirling in patterns. Sari tried to not let it get to her nerves, she had seen it many times before. She didn't scare that easy! She bravely looked him square in the eyes and crossed her little arms over her chest as he walked up to the transparent wall and looked down at her. His expression was, as ever unreadable.

"Well, well, well, Sari Sumdac. To what do I owe the pleasure, my dear?" He finally said, seeming to smile coldly at her - yet it was hard to tell.

"Don't be too cocky, Black! Last time we met, you tried to turn me into a monster! I'm here because we have a common enemy now, it seems." She replied, sounding quite serious with her lips thinned and eyes slightly narrowed."Powell not only stole your company a while ago, he also did the same with my father's company and threw me out on the streets!"

"Terrible, truly terrible, my dear, but why should I care what happens to Isaac Sumdac's daughter? I hate your father with a passion, you very well know that, little Sari!" He sneered at her, crossing his own arms over his chest.

"It's not about my dad but about how you might want to get back to Powell for stealing your company! Don't you want revenge for that stunt?" She shot back, undeterred by his abrupt cold attitude.

"Aaah, but Powell is a businessman. You will NEVER catch him doing something illegal, believe me! You're wasting your time, and mine. Unless..." He grinned and Sari didn't like the creepy way he looked at her. "You can break me out of here! If you help me escape, I can make all of your problems just... _melt away_!"

Sari's jaw dropped a bit at what he was suggesting. She would never ask her friends to help her break a convicted criminal out of prison! Especially not if he would go kill someone - even someone she hated - once he's out! She huffed and shook her head, making to turn around and leave.

"Forget it! I don't know why I thought coming here was a good idea! Come on Bumblebee!"

"Okay... I'd have liked to teach the sleazy fragger a thing or two about politeness though." He growled out glaring down at the human for a second before following Sari as she was walking away.

"If you change your mind," Black called after them as they exited the room. "You know where to find me!"

It was only an hour later that Prometheus Black had the scare of his life when the wall behind his cell was blown apart and three huge form came lumbering in. He gasped and took a step back in reaction to seeing those beasts once more.

"You! But... it's impossible! How did you...?"

Grimlock leaned closer and looked at him in the face, snorting angrily at the puny little human. He stomped a foot and made him fall on his back on the floor of his cell.

"You coming with us! Him wants see you!" He roared and poked the cage hard, making him stumble again.

"You'll never be able to break that cage! It's completely impenetrable." He warned, wary of those brutes and not wanting to be squashed by them.

"Me Grimlock not break box! me Grimlock TAKE box!"

And with those words he proceeded to tear the whole thing off the floor and haul it on his back towards where whoever was controlling them this time waited for them. The trip was a bumpy one but soon - and with Black threatening and complaining the whole way - they reached the island and he was dropped on the ground and the three dinobots started calling and thumping their chests like they were some kind of tribal warriors. Black felt very uncomfortable with that, but his mouth dropped when he saw the creature that walked out of the bushes on top of the cliff then made his way down to them.

"Well, well, well, look at what my boys brought me!" He reached up and patted Grimlock's jaw with a long clawed hand, making the big robot look very happy as he rubbed against his palm. "Such a nice gift, thank you Grimlock!"

The big mech was just turned into a shuddering puppy begging for its master attention, it was very disturbing to watch such a huge creature absolutely worshipping another like it was a God of the old or something. Black lifted an eyebrow at this and was fascinated. Even more when the other two started to squabble and attack and beg for attention as well. They all received pats in the head and were all turned into obedient, begging little pets at their master's feet.

"Aren't they cute? They worship me you know? It gets old after a while..." The strange-looking robot said and turned his attention back to the human in his cage. "I need you help with something. I've seen your lab and your researches, and I think that you, Mr. Black, can help me achieve it! I've been fascinated with your researches on genetic modifications, and I think It is the answer I've been looking for to rid myself of that accursed organic contamination!"

The human looked up at the large spider robot and had a thoughtful look, rubbing his chin. So this mutated robot wanted something from him? He wanted to be rid of his organic half? Too bad he hadn't chosen more wisely then. His dinobots pets probably hadn't mentioned how much he hated machines. They were so dumb they probably forgot all about him anyway. But this could be interesting. This creature looked deadly and terrifying even with all the mechanical parts still within it. Rid it of all the mechanical limitation, and you'll get what he always wanted to create: a transforming organic! That was too good an opportunity to pass out! So he nodded at the gullible thing and motioned to the cage still around him.

"Get me out of here, and I'll help you rid yourself of your disgusting half." He replied finally, half-smirking. The robot had already turned into a spider and torn the door and a part of the front wall off with powerful looking claws and pinchers.

"Whoa, actually, that is a much better look for you! Why would I want to help you get rid of it?" Black asked stepping out of the cage and looking the giant spider with deep interest.

"Because," The spider said hissing at him threateningly yet his voice was sweet and purring. "If you don't, I'll be very unhappy. And when I'm unhappy, well, they are too!"

And the three Dinobots roared and stomped loudly at that, smelling the pheromones that Tarantulas had released to rile them up a little right now. Tarantulas chuckled and turned back to the now slightly shaky human, many red eyes locking into his visor ones.

"Aaah... Okay, fine, I'll help you!" he quickly replied and backed off a little from the threatening huge robots.

"I'm so glad that we agree, Mr. Black! I've read everything about your researches." Tarantulas said transforming back to bipedal mode and smirking down at the human. He started to walk towards the lab, not too far from here. "Tell me what you need to complete the work and I'll have my dinobots get it for you!"

"Of course... what is your name? How rude of me not to have asked yet!" He asked politely as they reached the lab and walked inside.

"My name is Tarantulas." He replied, staring down at the human.

"Fitting. Well, Tarantulas, let's get to work, shall we?" Black was already powering computers and looking through files and inventories.

_**Meanwhile, Downtown Detroit**_

"I know who's responsible for this, Captain Fanzone!"

The police officer looked down at the shorter man in a sharp suit standing next to him with his arms crossed over his chest. That man was a very annoying, very selfish and full of himself bastard, but since he owed the largest and most profitable robotic company in the country, as much as he disliked him, he still had to show respect to the sleazy bastard. Something he hated even more then machines, actually...

"Oh, and how's that, Mr. Powell?" The blonde human asked, arms crossed over his chest.

"It's Sumdac's daughter and her Autobots friends! Look!" He showed him a recording of the conversation Sari had with Black a couple hours ago.

"And might I ask how you came into possession of that recording, Mr. Powell?" The annoyance in Fanzone's tone was clear as he spoke up, arms crossed over his chest.

"It's not important how I got it! My life could be in danger! I need protection!" The man replied sounding very demanding and arrogant, two things that the police officer loathed as well as machines.

"You want protection? Get a schnauzer! I've got an investigation to get going here!" He replied and turned away from the smaller man with a huff.

Prometheus Black escaping from prison was bad enough, he didn't need someone like Powell mucking up the investigation! He was going to find out what happened without the... input... of the arrogant, full of himself CEO. He wasn't going to believe that a 8 years old, even with the help of her robotic friends, planned to bust out a known criminal from prison! Even less one that threatened her life not that long ago.

"Go home, Mr. Powell. I have it under control here." he finally said, facing the fuming man once more. "If anything pops up we'll get you informed. That's all I can promise."

"But! Aren't you going to at least detain the little brat and her friends?!" He sputters, outraged.

"On what charges? They came to talk to Black, big deal! Sari's visit is officially logged into the prison's records and unless I get actual PROOF that she has anything to do with Black's escape, I'm not gonna harass a 8 years old with this, Mr. Powell! Now go home before I ask one of my officers to escort you back!" He was fed up with that attitude. He knew how to do his job very well thank you very much!

Mr. Powell had no choice but to leave then but without threatening to make sure that the Captain lost his job in the near future.

_**At the same time, Autobot's base**_

"Prometheus Black broke out of prison?!"

Bumblebee stared at the TV screen with his mouth hanging open in shock, what a coincidence! he didn't like the sound of that either...

"But... We were just talking to him! Why escape now?" Sari asked, the worried expression on her face telling how much she was affected by that news. "That doesn't make sense!"

"Maybe Meltdown wants to go after your dad again! Or maybe he wants to turn more innocent humans into crab squid shark thingies!" Bumblebee said not very helpfully.

"HEY!" Sari protested, crossing her arms over her chest and glaring.

"What? I didn't mean you specifically! Though You got to admit, the guy has a thing for your family!" Bumblebee added, and Sari glared harder, until Prowl intervened.

He paused the recording on the TV and sighed, arms crossed and glaring at Bumblebee coolly.

"Bumblebee, for once, can't you keep quiet? You're upsetting Sari!"

"Hey, what do you mean? I can keep quiet anytime, anyplace!" He retorted, standing and glaring at the ninjabot.

"Really? Well, I bet you a case of axel grease that you can't keep quiet for ten cycles!" Prowl shot back with his arms crossed over his chest.

"You're on!" Bumblebee replied with a smug grin, then leaned towards Bulkhead. "I'm sooo gonna win that sweet axel grease!"

Prowl cleared his throat and lifted an optic ridge with a half smirk.

"What, you mean we're starting now?" he tilted his head, blinking in surprise.

"Mhmm." Prowl just smirked.

"Oh, okay then! Not one more word! The mute button is on!" Bee made a show of pressing at the side of his helm and winked at the ninjabot.

Prowl just shook his head and turned back to the TV. The frame was frozen with Prometheus Black's cell in the middle, but there was a reflection on the cell wall, blurry and hard to make out. Prowl pressed a few buttons on the remote and the image started to clear.

"There's a reflection on the side. If we increase the resolution like this... There!"

The image had cleared enough to make the reflection on the cell clear for them to see... and recognize the form of the Dinobots clearly. Elita was the first to react and she let out a surprised huff.

"What?! But they despise Meltdown! Why would they want to spring him out?!" She asked, clearly shocked by that turn of event.

"Maybe a free get out of prison card?" Bumblebee asked and Elita smirked, sharing a look with Prowl.

"Not even half a cycle." The ninjabot said shaking his head with a crooked grin.

"Wait! Give me another chance!" Bumblebee begged, while Elita just continued with her train of thoughts.

"We need to look into this." She stated, then added, looking at Prowl seriously, a slight frown marring her soft features. "Prowl, you know Dinobot Island like the back of your servo. You and Bumblebee are coming with me!"

The two mechs nodded and they made their way to the base's entrance then drove out into the night. She had a bad feeling about all this, as I something very bad was about to happen, and she didn't like it one bit. Even worst then when Sentinel showed up last time... Once on the Island, Elita suggested that they split up to cover more ground, and Bumblebee couldn't help but put in his two credits, of course. That bot sure couldn't stay quiet for a single cycle could he? Once they separated, Elita started to feel dread creep into her spark. That island was dark and foreboding at night, but they had to find out what was going on.

Prowl was the first to stumble into some evidences, and he crouched down to examine an half-melted rock. A sure sign that their target had been around. He straightened up and looked around on full alert... until his quiet was broken by a shrill cry from Bumblebee.

"PROWL!"

The ninjabot sighed, the young bot would never win that bet at that rate! He bolted through the trees towards where the scream had come from, and as he closed by he couldn't wait but to rub the smaller bot's faceplates in it. Bumblebee was too easy to rile up, something he had to work on if he ever wanted to be seen as anything else then a hyperactive youngling.

"What is it Bumblebee? What's so important that you couldn't help but to share with the rest of the world?"

He landed lightly in front of a few trees and his mouth suddenly dropped open at the sight that greeted him. Bumblebee was caught up in a huge spider web! He seemed offline too, his optics completely dark and for once, silent and unmoving. Prowl just had time to turn around when he heard a ruffle of leaves behind him and something struck him in the chest, injecting deadly venom into his lines. Before losing consciousness he had the time to recognize the thing that attacked him.

"I think he was trying to warn you against me." Hissed a cold, amused voice in his audio as he felt himself be wrapped in a tight cocoon of web.

Tarantulas.

In the meantime, Elita had been looking through another part of the island, and soon after Prowl and Bee were attacked, she found herself face to face with a very pissed-off Grimlock who roared in her face. Startled she jumped back and unsheathed her twin daggers, ready to strike. However, the Dinobot wasn't attacking yet just... standing there looking threatening.

"Prow, Bumblebee! I need backup!" Hs shouted through her comlink but no one answered. Their lines were dead and she started to panic a little. "Fragit, what's happening?!"

"Oh, I don't think they can help you, my dear."

A cold, cruel whisper from behind her made her almost jump out of her plating and swirl around... Only to find herself face to face with Tarantulas! He was hanging upside down from a tree using his webs and smirked evilly at her, eyes narrowed.

"Tarantulas!" She gasped, starting to understands what had been happening all along.

She bellowed in anger and dove forward to attack... only to pass right through an hologram and smash her head in a tree with a loud crash. She stumbled and saw stars, shaking her head to clear it. She spun around and faced tarantulas once more, and he was still smiling coldly at her, looking devilish and cruel.

"You attacked Bumblebee and prowl!" She gasped, glaring hard at him.

"They'll suffer no permanent damage... well, if you don't take into account the deadly dose of venom I injected them when I attacked them!" He cackled, grinning at her with a disturbing look in his red eyes. "If I don't inject them the antidote in two megacycle, they'll go offline... permanently!"

That devious spider! Elita growled and tightened her fists at her sides. Her teammates were in grave danger and he was talking like it was nothing at all! She'd fallen right into a trap it seems... and the trap had just closed around her! Before she could say anything else, Tarantulas had dropped from the treetop where he was hiding the whole time and she found herself staring up into his unforgiving eyes, so cold and malevolent she couldn't believe they once belonged to one of the sweetest, kindest bot she ever knew. He took her chin into his clawed hand and lifted it to look into her optics, so close she could smell his breath and it wasn't very pleasant.

"Optimus..." She whispered, her optics filling with tears as she realized that he had been right all along. There was no going back to his old self.

"Don't you ever listen to what I say Elita?" He hissed in her audio, leaning even closer. "Optimus is dead. However..." He closed the remaining distance between them and pressed a kiss to her trembling lips, his fangs grazing her tender metal skin and leaving marks that bled energon. "I might decide to spare you a gruesome death if you do exactly as I say." He whispered the next words in her audio and they sent shivers down her spinal units. "You still taste as good as I remember, Elita..."

"O-Optimus..." She repeated, her processor going blank from all the raging emotions this mech created within her. "Please..." She had dimmed her optics and let out a whimper when he kissed her roughly. The pain though seemed to wrench her lout of the gutter he pushed her into and she shoved him back with a disgusted, terrified scream. "DON'T TOUCH ME! Don't you dare do that again without my permission, Tarantulas!"

She then found herself thrown back into a tree by a very pissed-off Grimlock and she stared up at his blazing red optics. Tarantulas laughed and she realized she'd been strung along like a fool once more! He had planned this, to humiliate her and bring her lower then dirt! She growled and touched Grimlock to borrow his own power for a moment, sending him reeling back and yelping like a kicked puppy.

"You fragging afthole! How dare you?! Give them the antidote NOW or I incinerate you, do you hear me?!" She threatened, but then he just grinned wider and another form walked out from behind a tree. Meltdown! "I knew it! You sprung him out of prison and now you're using me to do your dirty business!"

"You're right, my dear Elita. I need your help to go with Grimlock to Detroit and get me the element that is still missing to finally rid me of my organic contamination! My new friend Meltdown here had agreed to help me get rid of it!" He replied casually, patting Grimlock on the muzzle and grinning at his puppy eyes. "Isn't that right, Meltdown?"

"Oh, yes, but I need a special Genetic Modifier to complete the process. Once I have it, I can complete the conversion!" The human said with a nasty grin and Elita had a bad feeling about it.

Tarantulas walked up to her and once more leaned very close, their lips almost touching. He smiled and whispered while rubbing her cheek with a thumb, holding her chin in one large clawed palm.

"I am looking forward to being all Cybertronian again, my sweet Elita. Maybe then you won't look so disgusted when you look upon me..." He had heard the roar and the commotion of Grimlock charging forward and deftly sidestepped the big dinobot's lumbering form crashing into Elita and sending flying backward.

"You puny Elita stay away from Spiderbot! Spiderbot likes me Grimlock best!" He growled at her and she huffed in annoyance. Those mind games were tiring.

"Oh please, don't be so jealous!" Tarantulas said walking up to the dinobot and giving an extra strong dose of pheromone as he caressed his jaw gently. He melted into a puddle under his touch and let out a happy roar. "Can't you two be friend for little old me? I'm waiting forward to see you back with my present!"

Grimlock grabbed Eita by her Ponytail shaped helmet and dragged her behind him as she yelped and wiggled to get him off her. Tarantulas laughed and called after their retreating forms.

"Come back soon!" He looked at the two wrapped up forms of Bumblebee and Prowl and added darkly. "For your friend's sake, Elita."

Soon, in front of Sumdac Tower, Elita sighed and shook her head in annoyance as Grimlock fooled around scaring the humans. She put a stop to it quickly by wrapping a coil of thick wires around his mouth and pulling him backwards.

"Stop it you big oaf! We're here to get the Genetic Modifier, not scare the humans! So let's just get to it and we're done! Get it?" She hissed at him and he glared back.

All she could think off were prowl and bee and that they were dying right now. She didn't have time to fool around! She didn't let him scare her and she would kick his sorry aft if he kept being such a huge idiot. She huffed and added, as if as a second tought.

"Transform into you robot mode, it'll be less conspicuous that way."

"Okay." Grimlock did so and stood a couple heads taller than her still, he towered over her small form and huffed arrogantly, pointing out that he was still, taller than her and that was why Spiderbot liked him best. Elita just sighed and shook her head at his gullible nature.

"He's using us both, Grimlock! He doesn't care slag about you or me! Once he gets what he wants, he'll ditch us like used engine blocks! Can't you see that?" She tried to explain to him but she could tell that it was just passing right through one audio and out the other. Tarantulas really had him and his brothers under his little thumb...

"Autobot femme baaad! Me Grimlock go alone!" he stated and marched right to the building to enter. he stopped a few paces inside though and came back looking like a lost puppy, all confused. "uuuh... where do me Grimlock find genetic thingy?"

"I'll go with you." Sighed the small yellow and green femme, sighing. "I know who can get it for us."

Inside the Tower, it wasn't too long until they found Mr. Powell. In fact, he walked right out of the elevator right after they entered the Lobby and then startled back with jaw dropping, holding a suitcase like a shield. Grimlock roared and crouched right in his face to shout that he wanted the 'thingy' and to give it to him now. he then seemed to remember that he wasn't supposed to scare humans and took a step back looking confused.

"Uh, me Grimlock not supposed to scare puny humans..."

"Oh, this one you can scare all you want!" Elita said with her arms crossed, looking down coldly at the human.

She had never liked Powell, and what he did to Sari, and to see him squirm was delightful. Grimlock grabbed him by the leg of his pant and lifted him high over the ground. He squirmed and screamed in fear, and Elita just grinned back at him, her beautiful faceplates sporting a very unfriendly expression.

"What 'thingy'?! What is he talking about?!" Powell finally asked when he found his voice back, shaky and panicked.

"Prometheus Black's Genetic's modifier. Where is it?" Elita asked, face to face with the small annoying human.

"I don't know what you're talking about!" Powell said and Elita didn't believe him.

"You know," ELita started, smirking a bit. "My companion's awfully hungry."

She watched as Grimlock tossed the screaming human up and trapped him into his mouth. There was shouting and banging for a while until finally, Powell seemed to realize he wasn't getting out of it without giving them what they wanted.

"Alright, alright! I'll give it to you! Just let me out!"

"You can let him out, Grimlock." Elita said and Grimlock spewed him out into the floor, covered in sticky oil and grease.

"Ewww, my suit!" The humans complained, but when Grimlock roared once more and jumped to his feet and led them towards the elevator. "That way... and keep that thing on a leash!"

They took the elevator to a higher floor and when they left it they were in a lab. Lots of lab equipment lined the tables and the ceiling was high. The room was dark and the light dimmed, probably to save energy since no one worked here anymore. Powell went to a cabinet against the far wall and took out the object they were after. It was compact and looked like a container of some sort.

"Here you go! This lab had been locked up since Mr. Black's unfortunate... accident! If you want that so badly, it must be more valuable than I thought!"He still sounded annoyed and angry, but still handed Elita the device. "And don't touch anything!"

Elita took the genetic modifier from him and gave him a narrowed optic glare. She hated that sleazy little human. He straightened up as he looked at them in turn as if waiting for something.

"Are you going to finish me up now?!" he finally blurted out, and Elita merely gave him a look over her shoulder as she walked out with Grimlock.

"As tempting as that offer is, Mr. Powell, we're a little short of time." She said coldly and a moment later, they were gone.

"Captain fanzone!" Powell barked in his cellphone after calling the police. "I've been robbed!"

_**Later, Dinobot's Island**_

Tarantulas squirmed a bit, the bindings that had just locked around his ankles and wrists were uncomfortable and cold. He hissed in discomfort and glared at the human tinkering at the station near the lab table he was now bound to.

"Is this really necessary?" He asked gruffly, not liking being held down.

"Not if you're willing to risk slicing you own head off with those wicked claws of yours." Meltdown answered casually, putting the last preparation to the purging machine.

A moment later the door opened and Grimlock immediately growled when he saw that Tarantulas was bound down and looking quite uncomfortable. He roared and barked threateningly at Black.

"You no hurt Spiderbot!"

Elita stepped in front of Grimlock to stop any nonsensical confrontation and held out the genetic modifier for Black to see. She was pissed and to see Op-.. No Tarantulas bound down and helpless was both a relief and made her angry. She didn't trust Meltdown to hold his end of the bargain so before handing it over, she demanded, her voice harsh and commanding.

"Before I give you that, he has to give the antidote to my teammates!"

Before she could say anything else, something wrapped around her head and torso and she screamed in surprise, being thrown out and away from the lab's door. Meltdown chuckled and took the genetic modifier, smirking at the two bots now facing down his mutated creations. They were going to be busy for a while now... He turned back to Tarantulas and the lab table and hooked the modifier into its slot.

"They're going to have their hands full for a while now. Ah, well, shall we begins then?"

"Whatever it takes to get rid of that foul half of myself!" Tarantulas replied, feeling two electrodes stick to each sides of his helmet.

The moment they made contact though, he knew something was wrong, and he turned to look harshly at his 'partner', whom smirked at him and said, casually, his voice holding a wicked evil undertone that made the spiderbot's circuits shudder.

"Ah, yes, about that... There had been a slight change of plans." He started and his smirk just widened.

"What?!" Tarantulas barked, baring fangs and mandibles at him threateningly. That only seemed to please the bastard to see more of his organic self.

"Oh, don't worry, my friend, I WILL be purging half of your techno-organic form, just... not the half that you had in mind!" He cackled and turned a few digits on the machine. Electricity already started to run over flesh and plating alike and Tarantulas squirmed, panting in pain.

"You slimy traitor!" Tarantulas roared, pulling and tearing at his bindings. "You can't do that to me! I won't let you!"

"I guess your dinobots friends failed to mention my distaste for machines?"

Tarantulas looked shocked, no, they never mentioned it! If they had he wouldn't have trusted that human to rid him of his organic half! And now he was going to become even MORE of a monster then he already was. He screeched and bared his fangs, his inner mandibles unfolding with his sudden rage and fear. His claws left deep gouges on the metal of the table and screeched horribly, grating the human's ears.

"Once I have purged you of your mechanical parts, your remaining arachnid tissues will be perfect for my genetic experiments!" meltdown continued with glee, pushing a few more buttons and controls on the machine. "Magnificent, truly magnificent!" He commented at the display the spiderbot was doing in his rage, feral instinct of preservation trying to take over. "With your invaluable help, I will finally be able to achieve my dream: creating a transforming organic being!"

"NOOOOOOOOO!" Tarantulas screamed, his feral nature and his cybertronian self finally finding a common ground: survival. Neither wanted to be wiped out of existence and his robotic half even less!

"It's time for your EXTEREME MAKEOVER!" Meltdown rejoiced as he pushed the lever that activated the machine.

Outside, Elita and Grimlock were fighting against the genetic mutations created by meltdown and weren't doing too good. Grimlock had already managed to put half of the forest on fire and Elita was holding back the other monster with her daggers and powers she borrowed from Grimlock when she touched him a moment ago.

"Stop that! You'll torch half of the island!" She shouted at him, managing to throw the creature off her and hearing a shout of pain from inside the lab.

"You puny femme not tell Grimlock how to fight!" He bellowed and put more trees on fire trying to fight off the bat-like mutation.

Inside the lab, energy was building faster into the machine and started to descend on the helpless spiderbot bound to it. Tarantulas could already imagine himself as a complete freak, a monster without any hope of ever going back to his former self. If Meltdown succeeded, he would be lost forever!

"You'll pay for double-crossing me, Meltdown! That I swear!" Tarantulas roared at him and fought his bindings even harder. "You disgusting human scum!"

"You're hardly in a position to make threats." Meltdown answered, not very impressed.

"Wanna bet?!" Tarantulas replied and he spewed web right into the human's face, covering it. However it just melted away in seconds.

"Why do you fight me?" He asked, genuinely surprised by such reluctance. "I'm going to free you from your crude mechanical limitations! You should be thankful!"

"You have NO IDEA how it was to live like a monster for all those vorns! I WASN'T BORN AN ORGANIC! I want my REAL LIFE back! The one those spiders STOLE from me!" He hissed at him, writhing in agony as energy started to course through him. He could feel it taking his robotic self apart slowly, and could do nothing to stop it! "STOOOP IIIT!"

"Shh, shh, poor thing. It'll all be over soon, I promise!" Meltdown said in a mock soothing tone, tuning the machine to a higher setting.

"ELIIITAAAA!" He finally screamed, knowing she wouldn't let Meltdown hurt him like that. She was his last hope, and he could very well see the irony in it.

Outside, the crab thing almost got her but suddenly, Snarl and Swoop were there as well and she was saved being ripped apart by those dinobots. She could thank them later though because she heard Tarantulas screaming in pain and calling her name. She took care of the fire and then ran into the lab.

"Tarantulas!" She saw him writhing in agony in the table, a horrible pained expression twisting his features.

"Stay back!" Meltdown warned, throwing acid at her. Elita jumped back and over him and in the same movement tore the genetic modifier off its slot. The energy stopped pouring and Tarantulas fell limp in his bindings.

"NOOO! I'm not going to be beaten by a MINDLESS MACHINE again!"

Meltdown ran at her and jumped on her back, grabbing her writs and using his acid to make her let go. Elita screamed in pain and dropped the modifier, but meltdown touched it before she could. However, since he was still seeping acid by every holes of his body, it started to melt the electronic component and his own form seemed to react badly to the energy output. He started to literally melt away until he was nothing more than a puddle of greenish shuddering goo on the floor of the lab. Elita watched that with a disgusted frown before she forgot about the human. He was dead, there was no point in lingering. Once he was gone, she turned towards the table where Tarantulas was still being held down. She broke the bindings and leaned closer, wrapping an arm around his shoulders and pulling him up a bit, smiling sadly at him.

"Oooh... Elita... I... You came back for me... Why?"

He was still weakened by what Meltdown had done to him and he was trying to get his bearings back. He smiled at Elita and reached up with a hand, cupping the side of her face and touching her lower lip softly with a thumb.

"I... wouldn't have come back..." He admitted, sounding a bit shameful at the realization. "Yet you... you did. Why?"

"Tarantulas... Optimus... No matter what you look like now, once we were best of friends. Even if now it means nothing to you, it still does for me, and I still feel responsible for what happened to you." Elita answered truthfully, holding his limp hand in her own tenderly. "I could never do enough to make up for my mistake. Sentinel was right, I didn't do nearly enough..."

She sobbed the last few words and tears rolled down her cheeks, her green metal skin wet with the coolant. Tarantulas squeezed back for just a second, before he suddenly let go and pulled her closer, whispering into her ear. His words, while hurtful, were true and she had no argument against them.

"You're right, Elita, you didn't do nearly enough... But thank you. For coming back today." He pressed their lips together once more, not hurting this time but quickly broke it up when Grimlock came charging in.

He almost forgot about the big oaf, but his intervention was timely. He couldn't linger here any longer.

"Hold me closer, Elita..." he whispered but loud enough so the big jealous Dinobot could hear.

"Nooooo! Spiderbot MINE!" He roared and charge Elita, sending her off Tarantulas and in a heap on the floor.

Tarantulas, with one last longing look at his former friend, transformed and disappeared through a hole in the ceiling. He made his way towards where he left Prowl and Bumblebee and dropped the anti venom there. He owed Elita that much for saving his hide today, but they were even now. It wasn't long until he had left the island completely and disappeared once more off the radars.

In the lab Elita disentangled herself from the lumbering form of Grimlock and growled in annoyance. Her slight form was dented and scratched from all the beating up Grimlock put her through today! However, Grimlock now looked dazed, his optics clouded over and he shook his head, banging the side of it as if he had something in his audio.

"Why me Grimlock on the floor?" he caught sight of her and looked even more confused. "Why you Elita with me Grimlock on the floor?"

Elita sighed and offered a hand to the big dimwitted dinobot leader. She had an idea what happened and why he seemed not to recall what had happened.

"What is the last thing you remember Grimlock?" She asked kindly, her blue optics soft and understanding.

"Uuh... Him spiderbot wakes from fever, me Grimlock checks on him... See if still alive. Then..." he frowned and tilted his head as if trying to recall something else. he then looked at her helplessly and shrugged. "Me Grimlock not remember, mind is like full of clouds."

"It's okay." Elita replied and smiled at him reassuringly. "Nothing happened. You were just not yourself for a bit. You and your brothers should return to your daily routine. thank you for helping me."

Grimlock beamed at her praise and buried a large muzzle in her neck, purring and sniffing her scent. Like a huge puppy wanting attention, Elita thought amused. She managed to push him off her and then hurried to where her teammates and friends were. They still lay there lifeless and she still didn't have the antidote. She dimmed her optics, sadness filling her once more. This was one more Autobot that she failed to save... Her optics fell on something laying at Prowl's side then and she took it.

The injector! Tarantulas left it!

Quickly she injected the antidote and her friends came back online quickly. Bumblebee was the first to speak up though and what he said made her smile.

"Hey what happened? How long was I unconscuious?"

"Almost two megacycles." Elita replied with a smile.

"Ah! Told you I could be quiet!"

"All it took was being unconscious." Prowl snorted and shook his head.

"Still, I won! Now pay up the sweet axel oil!" Bee retorted and Elita laughed with Prowl at that.

_**back in detroit**_

"And then you said that you and those wack-jobs dinobots were blackmailed by your spiderbot friend into stealing that genetic modifier thingy and then took a powder?"

Captain Fanzone sure didn't sound very impressed by this explanation. In fact he looked downright doubtful, arms crossed over his chest and staring up at his Autobots allies. The moment they were back in Detroit, he had to 'arrest' Elita and her team to ask them a few questions about the robbery Mr. Powell complained about. he never expected that mess of a story though!

"Well, that's about the size of it, Captain." Elita said and then she took the modifier out of her subspace pocket and put it on the ground. "Here, I don't think meltdown will be needing this anymore."

Mr. Powell looked less than impressed by the state the stolen object was in and he gasped in shocked anger. He looked back at the Autobot femme and glared heatedly.

"What did you do?! Its ruined!" he complained loudly making everyine either scowl or glare at him.

"Chin up, Mr. Powell." Fanzone said with a grin. "It'll make a dandy paperweight now!"

"They still broke into my lab, held me hostage, and threatened my life!" Powell barked and glared at the police Captain angrily. "What are you gonna do about it?!"

"I'm gonna go home and get some shut eyes." He replied calmly, unfazed by temper explosi0ons like this. "And I suggest you do the same before I haul you in for being a public nuisance!"

He then just walked away and climbed into his car, then drove away without a glance back.

"It's an outrage! The Mayor will hear about it!" Powell raged as he stomped away, robbed of his 'rightful' justice.

Sari giggled and leaned toward Bumblebee.

"I almost feel sorry for him." She commented with a amused smile, a bit pleased too. "Almost!"

She saw the faraway look in Elita's optics and she tapped her ankle to get her attention. When the femme looked down at her she saw that she was smiling a bit sadly and it made her tilt her head and ask softly, concerned.

"Hey, are you okay?"

"You know, Tarantulas didn't have to leave the antidote, but he did anyway." She replied and chuckled a bit, looking in the distance.

"Well, maybe that means he's not all that bad, hmm?" The little girl replied with a smile of her own. She hadn't forgotten her last experience with the spiderbot, but she had put it into perspective. She could think about it without the terror it first inspired her. "Despite all the threats and scary faces he made at me, last time, in the end, he didn't hurt me. This had to count for something too, didn't it?"

"yes, it does." Elita said looking down at her with a hopeful look. "There might still be hope for him then."

"That's the spirit!" The little girl giggled.

_**-To be continued...-**_


	6. Interlude 2: The Ninjabot and the Prime

**Along Came a Spider INTERLUDE 2: The Ninjabot and the Prime**

_Interlude 2: The Ninjabot and the Prime_

Elita knew something was wrong with Prowl.

The ninjabot had been coped up in his room for the past two days, ever since the debacle with Lockdown and Starscream's clone. She knew he was upset by what had transpired that day, what he had done under the influence of those upgrades. And she had seen the expression on his face, the utter shock and disgust, when he saw that, unwittingly, he had crushed that fragile bird nest with the three eggs inside.

And the broken expression on his faceplates had made her own spark swell with sympathy, and... something else. Something that made her want to go to him, and to try and comfort him any way she could. Her spark that had clenched painfully and throbbed as it reached out for the obviously hurting mech.

However, that had been two days ago, and the usually quiet, secretive mech hadn't been out of his room. Not even to refuel, and that was starting to genuinely worry the young Prime. She may be a young femme with very little experience outside of her time as a Academy student and her following career as a Space Bridge Repair crew Leader, but there was something she knew well, and that was guilt, and pain, and the weight of failure.

And Prowl... After what had happened, she was more than persuaded that he was going through those emotions and that, in his very solitary, very stern way of going through everything, he felt like he needed to do this alone. However, and that was what worried her the most, she had seen how shaky he had been, how pale and that he looked quite sick.

Yesterday, she had come to talk to ratchet about it, seeking his advices on this matter, as a true Leader should. And what he had revealed to her had made her deeply concerned, even a bit affraid, for her friend.

_*-*FLashback*-*_

"Ratchet, may I talk to you for a moment?"

Hearing his young Leader's voice, the old medibot looked up from the parts he was cleaning and smiled at her, waving her over. Elita had that frown on her faceplates that she always seemed to wear every time she was worrying about one of them. And he had a feeling he knew who it was about, this time. He had been there the previous day, and he had seen Prowl disappear into his room without a word to anyone. The lad had a tendency to be a martyr, and it would one day cost him his life.

"Of course, Elita. It's about Prowl isn't it? Youngling got himself all worked up over that mess..." The old medibot grumbled but he also sounded concerned, even with his gruff, grumpy attitude.

"Yes it is." Elita confirmed with a sigh, and she asked, concern clear in her voice, seeking his advice. "I tried knocking and talking to him, but he didn't answer the door. I heard him though and he seemed to be either... well, sobbing, maybe or it could have been panting. he sounded in pain, Ratchet."

The medic, if anything, looked resigned at this and shook his head sadly. He put down the wrench he was holding on the table and looked at the young Prime seriously, arms crossed over his chest.

"That young fool... He had managed to land himself into more trouble than he bargained for." He started in his usual grumpy tone but there was a fair amount of worry as well. "There is a reason why unsupervised upgrades are illegal, Prime. That's because they're fragging addictive, and I mean by that, that the addiction sets in very quickly. Like drugs for humans, when you suddenly decide to stop, there will be consequences. Withdrawal, Prime, and not the light, easy to ignore kind."

"You mean..." She started, optics widening slightly as realization sets in. "Prowl is going through that right now? That's why he locked himself out then..." She came to the conclusion herself, it wasn't that hard, Prowl being the guarded, silent loner that he was. "What can I do to help, Ratchet? Is there anything we can do?"

"I'm afraid not, Prime. There are ways to alleviate the symptoms, but he won't let me do anything. He says that he deserves whatever pain he got and blame himself for everything, of course. Stubborn youngling." The stern, severe expression on the old medibot's face was tight and said clearly enough what his thoughts were about that kind of attitude. "He prefers suffering in silence. That young mech loves to play the martyr. That's not a good thing, Elita."

Elita nodded, but her mind was already working hard on the problem. Prowl had always been kind of an enigma. He was a Circuit-Su adept, that much she knew, but hadn't finished his training, as the markings on his waist suggested. He struck her as rough and cold the first time she met him after getting that assignment for Space Bridge Repair Crew. However, she had quickly discovered that there was more hiding behind that cold blue visor and she had wanted to learn to know the mech better. He hadn't let her many chances to try though, but she was nothing if not persistent.

So she had relentlessly came out to him, talked to him, tried to get him to open up, and bit by bit she had started to learn more about that mech, and the curtain around his shady past had started to lift a bit. She knew he trusted her, he had said so himself once, and she implicitly trusted him in return.

What happened yesterday though... That had opened a whole new set of questions and once again, she found herself wondering, who exactly was Prowl. Returning her attention to Ratchet, she said firmly, her tone bearing no protest.

"I will take care of that. I'M your Leader, that's the least I can do."

"He might not want to listen to you, Elita. Be vareful. In his state he might even be dangerous." Ratchet warned her as she was leaving the repair bay.

Looking over her shoulder, she said with a small nod, a half smile on her lips.

"I think I can handle him, Ratchet. Wish me luck though."

ANd then she was gone, and Ratchet ended up sighing and saying to the now closed door.

"Good luck kid. You're gonna need it."

_*-*End Flashback*-*_

And that lead us to now.

Elita was standing in front of Prowl's door and she lifted a hand, knocking three times firmly on the wooden planks. Fine tuning her audios, she heard shuffling and grumbling, something that wounded like hacking or clearing their intakes, but no one came to open the door. Trying again, she said, loud and clear, through the door.

"Prowl? May I come in?"

She almost jumped out of her plating when there was a loud 'THUMP' from the other side of the door and the sound of a mech gasping with pain. Without further delay, she flew the door open and found herself kneeling down next to Prowl. He had a dent on his helm, looked awfully pale and was shaking like a leaf.

"Prowl! Primus, Prowl! Are you alright?!"

He didn't answer, but the brightening flash of his visor told her that he had heard her and his expression twisted with both pain and fierce determination. He pushed himself off the floor, but his legs were wobbly and he had trouble standing straight. Elita's arm was immediately around his shoulders and holding him up. He seemed like he wanted to push her off him but she would have none of that. She tightened her grip and her optics grew stern and determined, full of concern and sympathy.

"'m fine..." Prowl grumbled and tried weakly to push her off. "Jus... dizzy."

His words were slurred and jumbled and that, adding to everything else, worried her more then she could ever imagine. Prowl NEVER stutter nor slur his words. He was also so sharp and precise in his way of speaking.

"No Prowl." She started, her tone denying any form of protest he might have had. "You are clearly NOT fine! Primus, let me HELP you! How many times would I have to say it until you believe it? I am your friend!"

Reluctantly, he stopped his weak attempts at pushing her off him and bowed his head, his visor dimmed with obvious shame but also a shy, tiny speck of relief. And maybe something else, but it was so brief she might just as well have imagined it. She hoisted him towards his berth in the far end of the room and gently lowered him in it, being very kind and caring. He rolled on his side immediately and started to heave, as if he was going to purge, and she quickly looked around for any kind of container. However, all that he did was dry heave and hack like he was wracked with pain, and she ended up sitting on his berth behind him and supporting him, rubbing gentle circles between his shoulder struts.

It lasted through the whole night cycle.

Come morning though, Prowl had fallen into a real recharge and Elita, whom had stayed on his berth and suported him through the whole ordeal, found herself gently caressing his forehead. Those elegant horns were very sharp, she realize as she pricked a finger on it and sucked the bead of energon the swelled from the tiny pinprick. She was tired, but she couldn't leave him throughout the night, so she stayed. At some point woke and spoke to her and she had listened, feeling her spark constrict, not sure how aware he was and if it wasn't all delirious. And then... things got a bit more... complicated...

_*-*Flashback, sometimes during the night*-*_

"Elita...?"

She had been resting her head a bit, since Prowl had fallen into a light recharge a few minutes ago and she had a bit of respite. Hearing her name spoken brought her out of it and she blinked a couple times, then focused on the form on the berth. Prowl was looking at her, his visor clearer then it had been all night cycle.

"Prowl? Are you feeling better?" She asked, walking up and sitting at the end of the berth by his pedes.

"A little. Thank you... for staying." He said, his tone clear and his words sharp this time. A pained grunt left him and he flopped on his back, a hand rubbing over his aching and empty tank. "Frag... what a fool I was... Trusting that no good two credits bastard..."

Elita opted to remain silent, letting him say whatever was on his mind, but she was listening attentively. Storing away the conversation to analyze later when she would be less tired.

"I was reckless, foolish, stupid... I'll never be a true Circuit-Su Master. Don't deserve it... Stubborn fragger, too prideful... Master was so right to cast me out..."

Hearing him belittle himself so harshly, being so hard on himself, made her spark clench in a way that made her feel almost warm. It was a warmth that pushed her to move to the head of the berth and sit by his head, gently letting him rest it on her thigh and she placed a hand on his shoulder, comforting, supportive, as she said.

"Prowl, stop. Listen to me." She started and locked her tender, understanding blue optics with his. "You are neither a fool nor are you stupid. What you did was... ill advised, I will give you that. But anyone can make mistakes, terrible ones even. I'm not an exception to that rule... I've done my fair share of terrible mistakes that I am still trying to redeem for."

Prowl didn't move as she arranged him like that, either too tired still or not willing to, she couldn't tell, but she continued when he didn't say anything, just looking up into her face, now written with her own guilt and sadness.

"Do you know why you aren't like that, Prowl? Why the mistakes we make help us grow stronger and wiser?" She asked, this time expecting an answer.

"Mmmm... Why do YOU think?" He finally said, sounding a bit guarded, wary now.

"Because you feel guilt and regret, something mechs like Lockdown will never feel. That's why you are a better mech for going through those trials, and why it's important to learn from them."

Her hand had moved to his cheek and she was cupping it with her thumb tracing the elegant seam that split it in two. She hadn't even realized and when she did, she paused for but moment, before resuming the motions. It felt... right. And Prowl hadn't told her to stop yet, so he mustn't feel it was inappropriate. When he started to push himself to a sitting position, she shifted out of his way and let him settle beside him, turned to face her. In that position, their faces were inches apart and she felt her spark beat increase a fraction. Prowl was a handsome mech, graceful and lithe. His faceplates were so stern and yet held so much of his personality. She knew they can twist into angry or hateful masks, she had seen it before, but right now she couldn't decipher exactly what he was reflecting.

"Of course..." His tone was so soft she barely heard him, and he gently took her chin between his thumb and forefinger. Lifting it so their optics were fully meeting. "Elita... There are things I wanted to tell you for a long time now... I..."

He trailed off, the tension between them had grown exponentially, and she found herself short for breath, unable to come up with an answer. Her processor was a blank and she leaned a bit closer, almost closing the gap. Her optics dimmed, her lipplates parted slightly. Expecting... something... And when it came, it was like being zapped by a lightning. Her whole body tingled and her spark raced so fast she thought it would burst out of her spark casing.

Prowl was kissing her.

A real, deep, passionate kiss.

She had offlined her optics and responded willingly after a brief moment. She felt a hand wrap gently around the nape of her neck and pull her closer, and she sighed. How in Primus's name had it come from serious to intimate in such a short lenght of time? Had she really been so blind as to never see the signs?! This... this couldn't have come out of nowhere, and it couldn't just be brought on by whatever was affecting Prowl. In part maybe, exacerbating what is already there. She felt herslef melt, overwhelmed by feelings the kind she hadn't felt for millenia.

Not since Optimus...

Optimus...

She pulled away suddenly, gasping, her optics onlining as she looked at Prowl a bit breathless. He looked hurt, somehow, and immediately she felt guilty. She hadn't meant to reject him. It had felt wonderful, truly perfect but... She had suddenly felt like it was betrayal. Maybe she was just a foolish little girl holding into a dream, but Optimus was still somewhere inside that monstrosity that was Tarantulas and if ever there was a chance to bring him back...

Who was she kidding?

Even if he ever could return to what he once was, she held no illusion that they could magically get back to how things were before... all of this. She HAD to move on from him! CLosing her optics once more, she thought 'to the Pit with that' and was the one to crash her lips to Prowl's this time.

_*-*End flashback*-*_

Eventually Prowl had fallen back asleep curled against her side and she had held him through the rest of the night. She wasn't sure how things were going to unfold from now on, but looking down at him, she smiled a bit. Never in a thousand Vorns could she had imagined that things would turn out this way.

And she realized that... she didn't mind in the slightest.

She felt him shift and she saw he was looking at her now, optics online. His expression was, as always, hard to read, and she let her optics take in every one of his features. He looked relaxed and content, if anything.

"Hey. DO you feel any better now?" She asked him with a smile, caressing his back where her hand was gently.

"I do. I think it has passed now." He replied and pushed himself to sit more comfortably. "Elita, about last night..." He started but she stopped him with a raised hand.

"There is nothing to regret, Prowl, and don't you dare tell me it was a mistake." She said sternly, but there was an amused glint in her optics.

"No, of course not!" He started quickly, looking appalled that she suggested that. "But what I was about to say is, maybe it should stay strictly between us. I don't think it would be... wise... to spread this... development to the others."

Elita relaxed and her expression grew more serious. He was right. She was their Leader, and she couldn't afford to let anything make her look weak. Even if she knew her team wouldn't feel that way, the less peoples knew, the smallest the chance of rumors spreading to the Decepticons. So she nodded and reluctantly, pushed herself to stand.

"Of course, Prowl." She said softly and her eyes were gentle, ind, loving as she looked at him, seeing him, truly seeing him, for the first time.

Who could have imagined...?

The Ninjabot and the Prime.

Life truly is full of surprise.

"I order you to report to Ratchet for a full physical scan. And I would hear no protest. Is that clear?"

"Yes Ma'am."

If anything, Prowl's reply was dripping with sarcasm and he made a too-stiff, mock little salute.

_**-To be Continued...-**_


End file.
